Contract Representations and Warranties Sample Clauses

Contract Representations and Warranties. Notwithstanding (1) the existence or nonexistence of the foregoing or any other or contradictory representations, warranties, covenants and other obligations of Dealer to or in favor of Purchaser that are contained in any Contract and (2) customary and common law rules of contract interpretation, all Contracts purchased by Purchaser, regardless of the form of Contract, shall be deemed to have been sold to Purchaser by Dealer subject to all of the representations, warranties, covenants and other obligations of Dealer to or in favor of Purchaser that are set forth in this Agreement and all of the representations, warranties, covenants and other obligations of Dealer to or in favor of Purchaser that are contained in this Agreement shall not be superseded, replaced or modified by any representations, warranties, covenants and other obligations of Dealer to or in favor of Purchaser that are contained in any Contracts.
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Contract Representations and Warranties. The following language shall be added to the end of Section 3.1: “No Scheduled Contract or Assumed Liability includes BioValve’s or BTI’s agreement to indemnify, hold harmless or defend any third party with respect to any assertion of infringement or other violation of Intellectual Property Rights or warranting the lack thereof. All of the Scheduled Contracts are currently in effect, in good standing and without any breach or default by either party. No event or circumstance has occurred, exists or is contemplated (including, without limitation, as a result of the authorization, execution and delivery of this Agreement or the performance of any obligations under this Agreement or the consummation of any of the transactions contemplated thereby), that with or without notice or the lapse of time, could result in the (i) breach of any Scheduled Contract or Assumed Liability, (ii) loss or expiration of any right or option by BioValve or BTI (or the gain thereof by any third party) under any Scheduled Contract or (iii) release, disclosure or delivery to any third party of any part of the Intellectual Property Rights.”
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Contract Representations and Warranties 
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Related to Contract Representations and Warranties

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • 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.

  • No Default; Representations and Warranties At the time of each such Credit Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

  • Party A’s Representations and Warranties Party A represents and warrants as follows:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

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

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

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

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