REPRESENTATIONS OF THE SELLING PARTIES Sample Clauses

REPRESENTATIONS OF THE SELLING PARTIES. Except as otherwise set forth in the Selling Parties' Disclosure Schedule, each of the Selling Parties represent and warrant as follows:
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REPRESENTATIONS OF THE SELLING PARTIES. The representations and warranties made by the Selling Parties herein or in any instrument or document furnished in connection herewith shall survive the Closing until (and including) the third anniversary of the Closing Date. The representations and warranties in this Section 2 or in any document delivered to the Buyer pursuant to this Agreement are deemed to be material and the Buyer is entering into this Agreement relying on such representations and warranties. The Selling Parties, jointly and severally, represent and warrant to the Buyer as follows (it being understood that all references in this Section 2 to the Seller shall be deemed to include any of Seller's subsidiaries, unless the context otherwise requires):
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REPRESENTATIONS OF THE SELLING PARTIES. The representations and warranties made by the Selling Parties herein or in any instrument or document furnished in connection herewith shall survive the Closing until (and including) the second anniversary of the date hereof, except for any representations or warranties relating to any tax matters which shall survive through the appropriate statute of limitations. The representations and warranties in this Section 2 or in any document delivered to the Buyer pursuant to this Agreement are deemed to be material and the Buyer is entering into this Agreement relying on such representations and warranties. The Selling Parties, jointly and severally, represent and warrant to the Buyer as follows (it being understood that all references in this Section 2 to the Seller shall be deemed to include any of Seller's subsidiaries, unless the context otherwise requires):
Sample 1
REPRESENTATIONS OF THE SELLING PARTIES. The representations and warranties made by the Selling Parties herein or in any instrument or document furnished in connection herewith (except for that certain Letter Agreement, dated the date hereof, in respect of Sellers' Required Facilities and the operation thereof (the "Operating Agreement") referenced in Section 7.12 hereof) shall survive the Closing until (and including) eighteen (18) months from the date hereof; provided, however, that the representations and warranties made by the Selling Parties pursuant to Section 2.21 hereof shall survive Closing until the later of (i) eighteen (18) months from the date hereof or (ii) the termination of that certain Securities Pledge and Securities Agreement by and between Buyer and A. Glasgow (collectively, the "Survival Period"). The representations and warranties in this Section 2 or in any document delivered to the Buyer pursuant to this Agreement are deemed to be material and the Buyer is entering into this Agreement relying on such representations and warranties. The Selling Parties, jointly and severally, represent and warrant to the Buyer as follows (it being understood that all references in this Section 2 to the Seller shall be deemed to include any of Seller's subsidiaries, unless the context otherwise requires):
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Related to REPRESENTATIONS OF THE SELLING PARTIES

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Representations of the Buyer The Buyer represents and warrants to the Seller as follows:

  • Representations of the Servicer The Servicer hereby represents and warrants to the Indenture Trustee, the Depositor, the Collateral Agent, the Trust, the Note Insurer and the Noteholders as of the Closing Date and during the term of this Agreement that:

  • Representations of the Purchasers Each Purchaser represents as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

  • Representations of the Sub-Adviser The Sub-Adviser represents, warrants and agrees that:

  • REPRESENTATIONS OF THE SUB-ADVISER AND VALIC The SUB-ADVISER represents, warrants, and agrees as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each Seller represents and warrants to the Buyers as follows:

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