Reps and Warranties. Producer shall provide representations and warranties in accordance with standard industry practice including but not limited to the following:
Reps and Warranties. While a seller might provide a buyer with a great deal of due diligence and financial and other information, the only things that the seller is standing behind are the representations and warranties actually included in the final signed purchase agreement. A buyer and seller have differing goals in this section of a purchase agreement, with the seller wanting to narrow its reps as much as possible, and the buyer wanting the broadest set possible. Keep in mind that just because an agreement proposed by a seller might include reps and warranties that go on for pages and pages, all those words might contain very little substance. In fact, a buyer- favorable set of seller reps can be concise and still give the buyer all of the protections it needs (and without scaring a seller by presenting an inordinate amount of reps). The meat of the seller reps is the detail on each of the specific categories of assets being acquired – FCC licenses, personal property, real property, contracts and intangible property. The seller’s Authors − Xxxxxxx X. Xxxxxxxxx Partner 202.719.7478 xxxxxxxxxx@xxxxx.xxx Practice Areas − Media Telecom, Media & Technology BLOG POST Negotiating Seller Reps and Warranties in a Purchase Agreement − Negotiating Seller Reps and Warranties in a Purchase Agreement financial rep should be closely reviewed by the buyer’s CFO and should cover the financial statements that the seller provided. The seller should also provide a sufficiency rep on the assets. Any buyer should of course be wary of a seller presenting an “as is” deal, unless the buyer specifically agreed to that atypical structure. Bringdown at Closing – When the purchase agreement is signed, the seller represents to the buyer that the reps are true on the date of signing. To give the buyer assurances that the assets and business are still essentially the same at closing as they were on the date the purchase agreement was signed and that the assets and business have not degraded, on the closing date the seller delivers a bringdown certificate to the buyer, certifying that the same set of reps and warranties are still true in all material respects. If there has been material changes in the assets, financials or other items covered by the specific set of reps the seller made in the purchase agreement, then the seller cannot make its bringdown or satisfy a closing condition. The buyer then has no obligation to close. Typically, deals don’t terminate at this stage and the parties work out a compr...
Reps and Warranties. By signature below, each respective Secured party, individually, hereby agrees, represents and warrants to Intermediary the following:
Reps and Warranties. Nothing in this agreement shall operate to create a partnership or joint venture of any kind between the IB and the OC, or to authorise the OC to act as representative for the IB; and the OC shall not have authority to act in the name or on behalf of or otherwise to bind the IB in any way, including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power.
Reps and Warranties. The Seller and each of the Seller’s Shareholders hereby represent, warrant and undertake, severally and jointly, to the Buyer, that, as of the date hereof and as of the Closing, the following representations and warranties are true and accurate in all respects. The Seller and the each of the Seller’s Shareholders recognize and acknowledge that the Buyer is entering into this Agreement in reliance on the following representations, warranties and undertakings. Execution Copy
Reps and Warranties. Customary reps and warranties for a deal of this size and nature Rio Tinto Confidential / Rio Tinto Confidentiel Rights and Obligations: Existing Unanimous Shareholder Agreement Existing Nuton Collaboration Agreement
Reps and Warranties. ADE represents and warranties that it has read and understands the PPA; that it is not depending on any of REC's statements or representation in making the decision to purchase the PPA and the Project Assets and Obligations associated therewith; that it has done its own due diligence, and; that it is a sophisticated knowledgeable buyer of solar PPAs.
Reps and Warranties. Xxxxx.xx makes the access to the Services available to you. The use of our Services is subject to Customer’s compliance with these Terms, and any future agreements. We may modify, limit or discontinue our Services, from time to time and in our sole discretion. Additional terms may apply to new Services. The use of our Services may require Customers to use third party services, which shall be subject to their respective terms of use.
