ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES Sample Clauses

ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. For the avoidance of doubt, the Hirer hereby acknowledges and confirms that:-
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. (b) (v) (1) The Hirer (or any Surety) shall not, whether directly or indirectly, make any payment to the Owner with funds or assets that: (a) constitute property of, or will be beneficially owned by, any Restricted Person; or (b) are the direct proceeds derived from any transactions that violate Sanctions applicable to any party hereto. (2) The Hirer will promptly deliver to the Owner and permit the Owner to obtain the details of any claims, action, suit, proceedings or investigation against the Hirer or the Hirer’s Affiliates by any governmental, judicial or regulatory authority with respect to Sanctions to the extent that such details are available to it. (3) The Hirer shall not (and shall ensure that each of the Hirer’s Affiliates will not) violate any Sanctions and will not conduct or engage in, directly or indirectly, any transaction, conduct, trade, business or other activity that could result in the Hirer’s violation of any Sanctions. (4) The Hirer shall not (and shall ensure that none of the Hirer’s Affiliates will) directly or indirectly use, or permit or authorise any other person to directly or indirectly use, the Goods or all or any part of the proceeds of any drawing of the hire purchase price or the banking products and services provided pursuant to the hire purchase price: (a) for the purpose of (directly or indirectly) financing, or making funds available for or to, any transaction, conduct, trade, business or other activity which violates any Sanctions (or which is related to any Sanctioned Country) or which would breach any Anti-Corruption Laws, Anti-Money Laundering Laws or terrorism financing laws; (b) for the purpose of (directly or indirectly) financing, or contributing or making funds available for or to any Sanctioned Country or Restricted Person; or (c) in any other manner which could result in the Hirer or the Owner being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming subject of any Sanctions. (5) The Hirer shall (and the Hirer shall ensure that each of the Hirer’s Affiliates will) conduct the Hirer’s businesses in compliance with Anti-Corruption Laws and Anti-Money Laundering Laws, and if the Hirer is a company the Hirer shall (and shall ensure that each of the Hirer’s Affiliates will), maintain policies and procedures designed to promote and achieve compliance with the applicable Anti-Corruption Laws and Anti Money-Laundering Laws. (6) For the purpose of this Clause 28(b)(v): (a) “Affi...
Sample 1
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. The following provision to be inserted after the new Clause 29(c)v: The Hirer further agree that the foregoing representations and warranties are and will, so long as any moneys remains outstanding or any of the Owner’s rights or the Hirer’s liabilities under this Agreement or any of the Security Documents remains to be exercised and/or discharged to the Owner’s satisfaction, be repeated on every such day.
Sample 1
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. The time granted under the Agreement for inspections and for any other due diligence in connection with the sale and purchase of the Property has previously expired and is of no further force and effect. Buyer and Seller, as of the date of this First Amendment, represent and warrant to each other that as of the date of this First Amendment, the representations and warranties in Sections 7.1 (Purchaser) and 7.2 (Seller) of the Agreement, as modified by this First Amendment, are true and correct. Amended and updated Schedules 7.2(k) and 7.2(g) are attached hereto and incorporated herein by reference. As of the date of execution of this First Amendment, neither Seller nor Purchaser has actual knowledge, without inquiry, of any uncured defaults on the part of the other under the Agreement. There are no conditions to the parties' obligation to close on the sale and purchase of the Property other than as specifically set forth in the Agreement or this First Amendment.
Sample 1
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. 5.1 Party A and Party B undertake that they are the beneficial owners holding 30% and 70% of the shares of Wah Ying respectively, and no pledge, guarantee or any other liens or third party claims attached to the shares. The transferor shall bear all the economic and legal liabilities for the consequences of violating this clause.
Sample 1
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. (d) (i) Neither you, nor any Surety, nor any Affiliates is a Restricted Person; (ii) The proceeds of any drawing of the loan or the hire purchase price and the Goods shall not be directly or indirectly used for any purpose that would violate any Sanctions or that would fund, facilitate or finance any activities, business or transactions of, or with, any Restricted Person or any Sanctioned Country; (iii) No proceeds of any drawing of the loan or the hire purchase price shall be used to finance the purchase or transfer of any military goods or equipment; (iv) If you are a company, you have implemented and maintains policies and procedures that will ensure compliance with the representations, warranties and undertakings set out in this Clause 30d; (v) You and your Affiliates and each Surety are not in breach of, and will continue to comply with, laws and regulations relating to Sanctions; (vi) For the purpose of this Clause 30d: (a) “Affiliates” means, in relation to any company or corporation, a subsidiary of that company or corporation or a Holding Company of that company or corporation or any other subsidiary of that Holding Company; (b) “controlled” means where one person (either directly or indirectly and whether by share capital, voting power, contract or otherwise) has the power to appoint and/or remove the majority of the members of the governing body of another person or otherwise controls or has the power to control the affairs and policies of that other person and that other person is taken to be “controlled” by the first person; (c) “Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a subsidiary and a “Holding Company” shall, for the avoidance of doubt, include an “ultimate holding company” (defined in Section 5A of the Companies Act (Cap. 50)); (d) “majority owned” means the holding beneficially or legally of more than 50 per cent. of the issued share capital (or equivalent) or voting rights of such person (excluding any part of that issued share capital (or equivalent) that carries no right to participate beyond a specified amount in a distribution of either profits or capital); (e) “Restricted Person” means, at any time: (1) any person listed in any Sanctions related list of designated persons maintained by a Sanctions Authority; (2) any person operating, organised, resident, incorporated, registered or legally domiciled in a Sanctioned Country; or (3) any person controll...
Sample 1
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. Following provision to be inserted after the new Clause 30e: You further agree that the foregoing representations and warranties are and will, so long as any moneys remains outstanding or any of our rights or your liabilities under this Agreement or any of the Security Documents remains to be exercised and/or discharged to our satisfaction, be repeated on every such day.
Sample 1
AutoNDA by SimpleDocs
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to us that:
Sample 1
ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES 
Sample 1

Related to ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities 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.

  • Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

  • Reaffirmation of Representations and Warranties Each acceptance by the Company of an offer for the purchase of Notes (whether to one or more Agents as principal or through an Agent as agent), and each delivery of Notes (whether to one or more Agents as principal or through an Agent as agent), shall be deemed to be an affirmation that the representations and warranties of the Company herein contained and contained in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to such Agent(s) or to the purchaser or its agent, as the case may be, of the Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (it being understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Confirmation of Representations and Warranties Each Borrower hereby (a) confirms that all of the representations and warranties set forth in Article IV of the Loan Agreement are true and correct with respect to such entity (except to the extent such representation or warranty relates to a particular date, in which case, such confirmation relates to such date), and (b) specifically represents and warrants to Lender that it has good and marketable title to all of its Collateral, free and clear of any lien or security interest in favor of any other person or entity.

  • Reaffirm Existing Representations and Warranties Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments set forth in Section 1 hereof.

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

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

  • Continuing representations and warranties The Borrower represents and warrants to the Bank that:

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

  • Licensee Representations and Warranties Licensee represents and warrants as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.