REPRESENTATIONS, WARRANTIES AND ASSURANCES OF VENDOR Sample Clauses

REPRESENTATIONS, WARRANTIES AND ASSURANCES OF VENDOR. Prior to the signing of this Agreement, the Purchaser and its advisors and representatives have conducted a legal, financial and tax due diligence review of the Company. Vendor acknowledges that Purchaser is entering into this Agreement in reliance on the representations, warranties and assurances (the “Warranties”) set out herein being true, correct and not misleading both on the date hereof and on the Closing Date and consequently Vendor hereby represents, warrants and assures that the statements set out in this Section 6 are true, correct and not misleading both on the date hereof and at Closing. The Warranties constitute an agreed allocation between the Parties of risks inherent in the Company and the Business. Accordingly, the liability of Vendor under, and the rights of Purchaser in respect of, the Warranties shall not be affected by any knowledge of Purchaser as a result of Purchaser’s examination of the Company or otherwise. Notwithstanding the foregoing sentence, Vendor shall be deemed not to be in breach of the Warranties to the extent that a fact, matter, occurrence or event constituting a breach of the Warranties has been fully and fairly disclosed to Purchaser in the Disclosure Letter attached hereto as Schedule 6 (a) or in the Data Room Documents provided, however, that factual basis, nature and magnitude of such fact, matter, occurrence or event has been disclosed in writing in the Data Room Documents or the Disclosure Letter in sufficient detail and in a sufficiently transparent manner to enable a prudent buyer in the same circumstances to assess such matters and their impact on the Company and the Business and any relevant Warranty. A fact, matter, occurrence or event is deemed to form part of the knowledge of Vendor where it is known by the persons listed in the Schedule 6 (b).
Sample 1
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Related to REPRESENTATIONS, WARRANTIES AND ASSURANCES OF VENDOR

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of Assignee Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations, Warranties and Agreements Section 6.01.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

  • Representations and Warranties of Assignor Assignor represents and warrants as follows:

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