REPRESENTATIONS, WARRANTIES, CLAIMS AND LIMITATIONS Sample Clauses

REPRESENTATIONS, WARRANTIES, CLAIMS AND LIMITATIONS. 63 9.1 Survival of the Management SellersRepresentations and Warranties 63 9.2 Survival of Buyer, MSP and TMW Representations and Warranties 64 9.3 Indemnities 64 9.4 Third Party Claim Procedures 64 9.5 Limitations on Sellers' Liability 65
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REPRESENTATIONS, WARRANTIES, CLAIMS AND LIMITATIONS. 9.1 Survival of the Management SellersRepresentations and Warranties. Each representation and warranty of Management Sellers and any certificate related to such representations and warranties will survive the Closing and continue in full force and effect:

Related to REPRESENTATIONS, WARRANTIES, CLAIMS AND LIMITATIONS

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

  • Representations, Warranties and Agreements Section 6.01.

  • Representations Warranties and Indemnification No Holder may participate in any registration pursuant to Section 2.1 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided, further, that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • Representations, Warranties and Covenants of the Fund The Fund hereby represents, warrants and covenants each of the following:

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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