Representations and Warranties by the Vendor Sample Clauses

Representations and Warranties by the Vendor. The Vendor hereby represents and warrants to the Purchaser as follows, and confirms that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Assets and the completion of the other transactions hereunder:
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Representations and Warranties by the Vendor. 7.1 The Vendor hereby represents and warrants to the Purchaser in relation to all the representations and warranties on its part as set out herein and as disclosed in the Disclosure Letter that such representations and warranties are and will be true and accurate in all respects on the date(s) specified therein or, if no date is so specified, on the date of this Agreement and on each day up to and including the Completion Date by reference to the facts and circumstances existing on such date(s), subject only to:
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Representations and Warranties by the Vendor. As at the date of this agreement and on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the End Date), the Vendor represents and warrants to the Lead Manager (with respect to itself or its Sale Shares, as applicable) that each of the following statements is true, accurate and not misleading:
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Representations and Warranties by the Vendor. The Vendor hereby represents and warrants to the Purchaser as follows:-
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Representations and Warranties by the Vendor. 2.1 The Vendor represents and warrants to the Purchaser and the Purchaser Parent that, as of the date of this Agreement and on the Closing Date:
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Representations and Warranties by the Vendor. 5.1 The Vendor hereby represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) that as at the date of this Agreement and up to Completion:
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Representations and Warranties by the Vendor and SoftQuad --------------------------------------------------------- The Vendor and SoftQuad hereby jointly represent and warrant to the Purchaser as follows, and confirm that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Assets and the completion of the other related transactions hereunder:
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Representations and Warranties by the Vendor. The Vendor represents and warrants to the Purchaser that the statements contained in this Article 3 are true and correct as of the date hereof.
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Representations and Warranties by the Vendor 
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Related to Representations and Warranties by the Vendor

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:

  • Representations and Warranties by the Seller The Seller represents and warrants to the Purchaser that:

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Borrower To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all Liabilities under the Notes and other Related Documents are paid in full: (a) its principal residence or chief executive office is at the address shown above, (b) its name as it appears in this agreement is its exact name as it appears in its Organizational Documents, (c) the execution and delivery of this agreement and the other Related Documents to which it is a party, and the performance of the obligations they impose, do not violate any Legal Requirement, conflict with any agreement by which it is bound, or require the consent or approval of any other Person, (d) this agreement and the other Related Documents have been duly authorized, executed and delivered by all parties thereto (other than the Bank) and are valid and binding agreements of those Persons, enforceable according to their terms, except as may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, (e) all balance sheets, profit and loss statements, and other financial statements and other information furnished to the Bank in connection with the Liabilities are accurate and fairly reflect the financial condition of the Persons to which they apply on their effective dates, including contingent liabilities of every type, which financial condition has not changed materially and adversely since those dates, (t) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) is pending or threatened against it, and no other event has occurred which may in any one case or in the aggregate materially adversely affect it or any of its Subsidiaries' financial condition, properties, business, affairs or operations, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing, (g) all of its tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being contested by it in good faith and for which adequate reserves have been provided, (h) it is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, (i) it is not a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, (j) there are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that it could assert with respect to this agreement or the Credit Facilities, (k) it owns, or is licensed to use, all trademarks, trade names, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted, and (l) the execution and delivery of this agreement and the other Related Documents to which it is a party and the performance of the obligations they impose, ifthe Borrower is other than a natural Person (i) are within its powers, (ii) have been duly authorized by all necessary action of its governing body, and (iii) do not contravene the terms of its Organizational Documents or other agreement or document governing its affairs.

  • Representations and Warranties by the Holder The Holder represents and warrants to the Company as follows:

  • Representations and Warranties by the Manager The Manager represents and warrants to each Underwriter at the date hereof, the Applicable Time, the Closing Time and each Date of Delivery, if any, and agrees with each Underwriter, as follows:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

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