SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES Sample Clauses

SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. Selling Parties, jointly and severally, represent and warrant that except as set forth in the Disclosure Schedule attached to this agreement as Schedule 2:
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. The ----------------------------------------------- representations and warranties of the Selling Parties contained in this Agreement shall be true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a "material adverse effect", "material" or other materiality qualifier, such representation or warranty shall be true and correct in all respects) as of the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except those representation and warranty that speak as of an earlier date, which shall be true and correct as of such earlier date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the Selling Parties' Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. Selling Parties jointly and severally represent and warrant that, except as otherwise provided in Exhibit A:
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. Except as specifically set forth in the Disclosure Letter, each of the Selling Parties and Contract Assignors, jointly and severally, represents and warrants to and for the benefit of each of the Purchasers that each of the Selling Party Warranties is true and accurate in all respects and not misleading in any respect at the date of this Agreement and at the Completion (except where any warranty is stated to be expressed as of a different date).
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. Each of the Selling Parties hereby represents and warrants, jointly and severally, to Buyer as of the Closing Date, as follows
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. In order to induce Buyer to enter into this Agreement, the Selling Parties jointly and severally represent and warrant to Buyer that the statements in this Article 4 are true and correct as of the date of this Agreement, and will be true and correct at Closing as if made at and as of Closing, except (i) to the extent that any statement in this Article 4 is qualified or limited by an exception in the Disclosure Schedule or may be qualified or limited by an exception in a Disclosure Schedule Amendment, in which event the qualification or limitation shall be effective retroactive to the date of this Agreement, and except (ii) to the extent that any statement in this Article 4 refers to a Schedule that is subsequently modified or supplemented by written agreement of the Parties, in which event the statement shall be given effect, retroactive to the date of this Agreement, as and the Schedule in question is modified or supplemented by written agreement of the Parties.
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. The parties acknowledge that Buyer has had operational control of Subsidiary's laboratory business since September 15, 1999, pursuant to the Management Agreement and, as a consequence, Buyer will be preparing all of the schedules and exhibits relating to Subsidiary, and will use appropriate due diligence in preparing same. All schedules prepared by Buyer are presumed accurate by Seller and may not be verified by Seller. Buyer will not hold Seller responsible for any error made by Buyer on any Schedule to the extent Buyer either had actual knowledge of the correct facts or, in its capacity as Manager under the Management Agreement, reasonably should have known of the correct facts; provided, however, that Buyer is not responsible for knowing facts or the contents of documents which have been withheld from Buyer.
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. Selling Parties, jointly and severally, represent and warrant that:
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SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES. 3.01. Selling Parties' Representations and Warranties. Selling Parties, jointly and severally, represent and warrant that:
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Related to SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • Licensor’s Representations and Warranties Licensor represents and warrants that:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Client Representations and Warranties You represent that you have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation or duty to which you are bound, whether arising out of contract, operation of law, or otherwise. If you are an entity (e.g., corporation, partnership, limited liability company, or trust), this Agreement has been duly authorized by the appropriate corporate or other action and when so executed and delivered shall be binding in accordance with its terms. You agree to promptly deliver such corporate resolution or other action authorizing this Agreement at our request. You acknowledge that you have provided us with the information set forth on the “Client Profile” (Exhibit C) and represent that such information is a complete and accurate representation of your financial position and of your investment needs, goals, objectives, and risk tolerance at the time of entering into this Agreement and warrant that you will promptly inform us in writing if and when such information becomes incomplete or inaccurate during the term of this Agreement. You also agree to provide us with any other information and/or documentation that we may request in furtherance of this Agreement or related to your investment needs, goals, objectives, and risk tolerance for the Account, either directly from you or through your designated attorney, accountant, or other professional advisers. You acknowledge that we are authorized to rely upon any information received from such attorney, accountant, or other professional adviser and are not required to verify the accuracy of the information.

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Buyer Representations and Warranties Buyer represents and warrants to Seller:

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

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