Accuracy of WPPI’s Representations and Warranties Sample Clauses

Accuracy of WPPI’s Representations and Warranties. WPPI’s representations and warranties set forth in this Agreement shall be true and correct in all material respects as though such representation and warranties (subject to the exceptions set forth on the Schedules) were made on and as of the Closing Date (except those representations and warranties which refer to facts existing at a specific date, which shall be true and correct in all material respects as of such date), and CWI shall have received a certificate to that effect signed by WPPI; provided, however, that WPPI’s representations and warranties shall not be deemed inaccurate or breached if such certificate provides an exception, change or update to the Schedules to such representation and warranty (a “R&W Update”) and such R&W Update was, in each case, as a result of an event, act or occurrence occurring after the Effective Date and (a) (i) is due to transactions or actions that are expressly permitted by, or approved by CWI in accordance with, this Agreement and (ii) did not result from a breach of any of WPPI’s obligations hereunder; or (b) is due to changes in fact after the Effective Date beyond WPPI’s reasonable control; or (c) is due to operating the Hotel in the Ordinary Course and did not result from a breach of any of WPPI’s obligations hereunder; or (d) reflects the existence of a new Contract or an amendment to an existing Contract that was entered into in the Ordinary Course or the termination or expiration of a Contract that occurred in the Ordinary Course provided that, in each case, not resulting in a breach of any of WPPI’s obligations hereunder (including, without limitation, WPPI’s covenants set forth in Section 3.4). Notwithstanding the foregoing, if any representation and warranty of WPPI is no longer accurate as of the Closing (subject to the limitations of the immediately preceding sentence) and WPPI does not cure or otherwise remedy such change or inaccuracy, then if such R&W Update would, individually or in the aggregate, (A) result in actual Losses (and not consequential damages) to CWI such that the actual cost or expense to cure or address such inaccuracy (as opposed to the effect on the value of the Property) after the Closing is equal to or less than Two Hundred Fifty Thousand Dollars ($250,000), CWI shall be obligated to proceed to Closing and WPPI shall have no liability or obligation to indemnify CWI and/or the Company with respect thereto; or (B) result in Losses to CWI such that the actual cost or expense (and n...
Sample 1
AutoNDA by SimpleDocs

Related to Accuracy of WPPI’s Representations and Warranties

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

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

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

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES The representations and warranties of the Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!