Seller Fundamental Representations Sample Clauses

Seller Fundamental Representations. For purposes of the Agreement, the representations and warranties set forth below in clauses (a), (b), (c), (d), (h), (j) (solely with respect to subclauses (i) and (ii) thereof), (q) (solely with respect to subclause (i) thereof), (ff), (ii) and (ll) of Section H-2 of this Exhibit H shall be deemed to be “Seller Fundamental Representations”.
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Seller Fundamental Representations. “Seller Fundamental Representations” will mean the representations and warranties of the Seller set forth in Sections 3.1, 3.2, 3.3, 3.5 and 3.12.
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Seller Fundamental Representations. The term “Seller Fundamental Representations” shall have the meaning set forth in Section 7.1(b) hereof.
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Seller Fundamental Representations. Section 5.05(e)(i) Seller Indemnified Parties............................ Section 8.02(b) Seller Party.......................................... Section 5.05(e)(i) Seller's Percentage................................... Section 9.02(gg) Seller's Statement.................................... Section 2.04 Seller Termination Fee................................ Section 5.05(c) Shares................................................
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Seller Fundamental Representations. Each of the Seller Fundamental Representations shall be true and correct (without giving effect to any materiality, material adverse effect or “Material Adverse Effect” qualification therein) in all but de minimis respects at and as of the date of this Agreement and at and as of the Closing Date, as if made at and as of each such date, except for those inaccuracies in the Seller Fundamental Representations at and as of the date of this Agreement that are capable of being cured (and are cured by the Company) prior to the Closing Date; provided, however, that those Seller Fundamental Representations that by their express terms are made as of a specific date shall be required to be true and correct (without giving effect to any materiality, material adverse effect or “Material Adverse Effect” qualification therein) in all but de minimis respects only as of such date.
Sample 1
Seller Fundamental Representations. For purposes of the Agreement, the representations and warranties set forth below in clauses (b), (c), and (h) (solely with respect to subclause (i)) of Section K-2 of this Exhibit K shall be deemed to be “Seller Fundamental Representations”.
Sample 1
Seller Fundamental Representations. Notwithstanding anything to the contrary contained in Section 6.01(a), the Seller Fundamental Representations shall survive the Closing until 11:59 p.m. (New York time) on the date that is seven (7) years following the Closing Date.
Sample 1
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Related to Seller Fundamental Representations

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • Environmental Representations and Warranties Except as otherwise disclosed by that certain Phase I environmental report (or Phase II environmental report, if required) delivered to Lender by Borrower in connection with the origination of the Loan (such report is referred to below as the “Environmental Report”), (a) there are no Hazardous Substances or underground storage tanks, surface impoundments, landfills, or disposal areas in, on, or under the Property and no Hazardous Substances have been handled, manufactured, generated, stored, processed, or disposed of on or released or discharged from the Property, except those that are (i) in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required under Environmental Laws), (ii) de-minimis amounts necessary to operate the Property for the purposes set forth in this Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Laws, and (iii) fully disclosed to Lender in writing prior to the execution of the Loan Documents; (b) there are no past, present or threatened Releases of Hazardous Substances in, on, under or from the Property which has not been fully remediated in accordance with Environmental Law; (c) there is no threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present non-compliance with or liability under any Environmental Laws, or with permits issued pursuant thereto, in connection with the Property (or operations thereon) which has not been fully remediated or resolved in accordance with Environmental Law; (e) Borrower does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to the possible liability of any Person pursuant to any Environmental Law, any Hazardous Substances or other environmental conditions present at or otherwise involving the Property, any Hazardous Substances requiring Remediation under any Environmental Laws, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f) Borrower has truthfully and fully disclosed to Lender, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Borrower and has provided to Lender all information that is contained in Borrower’s files and records, including any reports relating to Hazardous Substances in, on, under or from the Property or the environmental condition of the Property; and (g) there are no Institutional Controls or Environmental Liens on or affecting the Property.

  • Seller Representations Seller hereby represents and warrants that:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

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