Representations, Warranties and Acknowledgements of the Seller Sample Clauses

Representations, Warranties and Acknowledgements of the Seller. The Seller hereby represents and warrants to each Purchaser, as follows:
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Representations, Warranties and Acknowledgements of the Seller. The Seller represents and warrants to the Purchaser as of the Effective Date and as of the Closing, acknowledging that the Purchaser is relying on Seller’s representations in entering into the transactions to purchase the Purchased Shares, as follows:
Sample 1
Representations, Warranties and Acknowledgements of the Seller. The Seller represents, warrants, understands, acknowledges, and confirms to the Seller, for himself in his personal capacity and as the sole equity owner of MFG, that the statements contained in this Section 4 (and as reflected on the applicable Disclosure Schedules) are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4, except that those representations, warranties, and acknowledgements that by their terms speak as of the date of this Agreement or some other date shall be true and correct as of such date); provided, however, that no representation or warranty of the Seller contained in this Section 4 shall be deemed untrue or incorrect, and the Seller shall not be deemed to have breached a representation, warranty, or acknowledgement, as a consequence of the existence of any fact, circumstance, or event unless such fact, circumstance, or event, individually or taken together with all other facts, circumstances, or events inconsistent with any paragraph of Section 4, has had or is reasonably expected to have a Material Adverse Effect on the Seller or MFG or, after the Closing, the Purchaser, disregarding for these purposes (i) any qualification or exception for, or reference to, materiality in any such representation or warranty and (ii) any use of the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect” or similar terms or phrases in any such representation or warranty; provided, however, that the foregoing standard shall not apply to representations, warranties, and acknowledgements contained in Sections 4.1, 4.2, 4.3, 4.4, 4,5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.13, 4.14, 4.20, and 4.23, which shall be deemed untrue, incorrect and breached if they are not true and correct in all material respects (the “Section 4 Standard”).
Sample 1

Related to Representations, Warranties and Acknowledgements of the Seller

  • Representations, Warranties and Acknowledgments (a) The Buyer hereby represents and warrants to Seller that:

  • Representations, Warranties and Agreements of the Servicer The Servicer, as a condition to the consummation of the transactions contemplated hereby, hereby makes the following representations and warranties to the Master Servicer, the Depositor and the Trustee, as of the Closing Date:

  • Representations, Warranties, Covenants and Acknowledgments You hereby agree that in the event the Company and the Company’s counsel deem it necessary or advisable in the exercise of their discretion, the transfer or issuance of the Shares issued pursuant to the Restricted Stock Units may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws.

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

  • Representations, Warranties and Agreements of the Subadviser The Subadviser represents, warrants and agrees that:

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

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