REPRESENTATIONS AND WARRANTIES OF THE SELLERS definition

REPRESENTATIONS AND WARRANTIES OF THE SELLERS means the representations and warranties made by the Sellers in this Agreement and set out in Exhibit 5.(a);
Sample 1

Examples of REPRESENTATIONS AND WARRANTIES OF THE SELLERS in a sentence

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE EXECUTIVE SHAREHOLDERS..................................................................

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS The Sellers hereby jointly and severally represent and warrant to Buyer as follows: 1.4 Organization.

  • EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SPECIFICALLY CONTAINED IN ARTICLE III, NONE OF ASC, THE COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE COMPANIES, THE RESORTS OR ASC.

  • EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SPECIFICALLY CONTAINED IN THIS ARTICLE III OR IN ANY CERTIFICATE DELIVERED BY THE SELLERS PURSUANT TO THIS AGREEMENT, NEITHER HVSR, ASC, ASC REAL ESTATE AFFILIATE NOR ANY OTHER PERSON (INCLUDING, WITHOUT LIMITATION, MAIN STREET ADVISORS, INC.

  • Withholding 24 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND PARENT SECTION 3.01.

  • THE PURCHASER WILL RELY SOLELY ON ITS OWN EXAMINATION AND INVESTIGATION THEREOF AND THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SET FORTH IN THIS ARTICLE 4 AND THE COMPANY SET FORTH IN ARTICLE 5, AND ANY REPRESENTATIONS AND WARRANTIES OF THE SELLER GP, THE SELLERS, THE U.S. PARENT COMPANY, THE DUTCH PARENT COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES SET FORTH IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT.

  • EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS SPECIFICALLY CONTAINED IN ARTICLE III, NONE OF ASC, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE COMPANY, THE RESORT OR ASC.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS 5 Section 3.1 Authorization 5 Section 3.2 Binding Effect and Noncontravention 5 Section 3.3 Capital Stock 5 Section 3.4 Accuracy on Closing Date 6 Section 3.5 No Knowledge of Company Breaches 6 ARTICLE IV.

  • A simplified view of a generic wireless access architecture is reported in Figure 1.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS ..............................................................................................................................................

Related to REPRESENTATIONS AND WARRANTIES OF THE SELLERS

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Purchaser Warranties the representations, warranties and undertakings made by the Purchaser and contained in Clause 6 and Schedule 3;

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Purchaser’s Warranties means the warranties and representations given by the Purchaser to the Seller pursuant to Clause 9.11 and Schedule 4, and “Purchaser’s Warranty” means any one of them;

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Seller Fundamental Representations has the meaning set forth in Section 8.01.

  • Purchaser Fundamental Representations has the meaning set forth in Section 7.3.1.

  • Specified Representations means the representations of the Borrowers and the Guarantors (each, as defined in each of the Term Sheets) in the Loan Documents relating to qualification, incorporation or organization of the Company and the Guarantors; power and authority to enter into the Loan Documents; due authorization and execution of the Loan Documents; no conflict of the Loan Documents with the organizational documents of any Borrower or any Guarantor or the Company’s existing 2.75% senior notes due 2018 (the “2018 Notes”) or 4.375% senior notes due 2023 (the “2023 Notes”); delivery and enforceability of the Loan Documents; solvency as of the Closing Date (after giving effect to the Transactions) of the Company and its restricted subsidiaries on a consolidated basis (solvency to be defined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to paragraph 5 of Exhibit D); not being subject to regulation under the Investment Company Act of 1940; not using proceeds of the loans under the Facilities to purchase margin stock or in violation of the FCPA; not using the proceeds of the loans under the Facilities in violation of OFAC and the Patriot Act (and similar laws in relevant jurisdictions); and the creation, validity and perfection of the security interest to be granted in the intended collateral to be perfected (except as provided above). This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provisions”.

  • Buyer Fundamental Representations has the meaning set forth in Section 8.3(a)(i).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a) (other than the last sentence thereof), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Parent Fundamental Representations means the representations and warranties of Parent and Merger Sub set forth in Sections 3.1(a) (Due Organization; Subsidiaries), 3.3 (Authority; Binding Nature of Agreement), 3.4 (Vote Required) and 3.18 (No Financial Advisors).

  • Acquisition Agreement Representations means the representations made by or on behalf of the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower (or a Subsidiary) has the right to terminate its obligations to consummate the Acquisition under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Special Representations has the meaning set forth in Section 8.1.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Representation Letters means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by Parent, SpinCo or any of their respective Affiliates or representatives in connection with the rendering by Tax Counsel, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

  • Certain Funds Representations means each of the following: Section 5.1 (with respect to the Company and the Guarantors); Section 5.2 (with respect to enforceability of the Loan Documents); Section 5.3 (with respect to no conflicts between the Loan Documents and the organizational documents of the Company and the Guarantors); Section 5.11; Section 5.12; Section 5.16; Section 5.22; Section 5.23; Section 5.25 (with respect to the Acquisition Closing Date, immediately after the consummation of the Transactions to occur on the Acquisition Closing Date); and Section 5.26.

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Major Representation means any of the following representations contained in this Agreement:

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • representation agreement means an agreement between collective management organisations whereby one collective management organisation mandates another collective management organisation to manage the rights it represents, including an agreement concluded under regulations 28 (agreements between collective management organisations) and 29 (representation of other collective management organisations);