Truthfulness, Completeness and Limitation of Representations Sample Clauses

Truthfulness, Completeness and Limitation of Representations. To the knowledge of AOL and AAC, no representation or warranty by AOL or AAC relating to AAC in this Agreement, any Exhibit or Schedule hereto, or any certificate furnished to the Company pursuant hereto, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made by AAC therein, in the light of the circumstances in which they were made, not misleading. This Agreement sets forth all representations and warranties made by AOL or AAC, an no information furnished or set forth or obtained elsewhere, whether orally or in writing, or pursuant to the due diligence examinations contemplated hereby or otherwise, shall constitute a representation or warranty hereunder, and neither AOL nor AAC shall have any responsibility or liability therefor.
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Truthfulness, Completeness and Limitation of Representations. 22 5.6 Guaranty of Obligations of AAC and AAL..........................22
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Truthfulness, Completeness and Limitation of Representations. To the knowledge of the Company, its Subsidiary and the Principal Stockholders, no representation or warranty by the Company, its Subsidiary or the Principal Stockholders in this Agreement, or any certificate furnished to AOL pursuant hereto, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made by the Company, its Subsidiary or the Principal Stockholders therein, in the light of the circumstances in which they were made, not misleading. This Agreement sets forth all representations and warranties made by the Company, its Subsidiary and the Principal Stockholders, and no information furnished or set forth or obtained elsewhere, whether orally or in writing, or pursuant to due diligence examinations contemplated hereby or otherwise, shall constitute a representation or warranty hereunder, and the Company, its Subsidiary or any of the Principal Stockholders shall not have any responsibility or liability therefor. The foregoing sentence shall is no way limit the representations and warranties of the parties under the Non-Competition, Non-Disclosure or Employment Agreements in connection with such agreements.
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Related to Truthfulness, Completeness and Limitation of Representations

  • Truth of Representations All of these representations shall be true as of the Closing and shall survive the Closing for a period of one year.

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • Effect of Representations and Warranties The representations and ---------------------------------------- warranties contained in this Agreement or in any List shall terminate immediately after the Effective Time of the Merger.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Survival of Representations All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • 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.

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