True and Correct Representations Sample Clauses

True and Correct Representations. Each of Seller's and Principals' representations and warranties must have been true and correct in all respects as of the date of this Agreement, and must be true and correct in all respects as of the Closing Date as if made on the Closing Date; PROVIDED, HOWEVER, that for purposes of this sentence only, those representations and warranties in Section 4.9, Section 4.13, Section 4.19 and Section 4.21 (other than Section 4.21(g)(iv)) which are qualified by references of to the "Knowledge" of any Person shall be deemed not to include such qualifications. Notwithstanding anything herein to the contrary, however, if, prior to the Closing, Purchaser discovers any inaccuracy of, or non-compliance with, any representation, warranty, covenant or obligation of Seller or the Principals herein, Purchaser shall promptly give Seller and the Principals written notice thereof ("Notice"), which Notice shall describe such inaccuracy or non-compliance. Seller shall have a period of fifteen (15) days following delivery of the Notice to Seller and the Principals within which to attempt to cure such inaccuracy or non-compliance; provided, however, that such fifteen (15) day period shall in no event extend the Closing Date unless such extension is mutually agreed upon by Purchaser, Seller and the Principals. If such inaccuracy or non-compliance is not cured to the satisfaction of Purchaser, in its sole and absolute discretion, or Purchaser has not waived such inaccuracy or non-compliance within such fifteen (15) day period, Purchaser will have the right, in its sole and absolute discretion, to terminate this Agreement without any liability or obligation to Seller and the Principals whatsoever. Notwithstanding anything herein to the contrary, if, and only if, Seller notifies Purchaser in writing of any incomplete or inaccurate representations or warranties made by Seller herein prior to the Closing and Purchaser consummates the Contemplated Transactions after receipt of such written notice, then Purchaser shall not be entitled to pursue any remedies under Section 12.2(b) with respect to only such matter, but shall be entitled to pursue any remedies thereunder as to other matters.
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True and Correct Representations. Each of Purchaser's representations and warranties must have been true and correct in all respects as of the date of this Agreement and must be true and correct as of the Closing Date as if made on the Closing Date.
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True and Correct Representations. All representations and warranties of Seller shall be true and correct in all material respects as of the date of the Closing.
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True and Correct Representations. All information that has been furnished to the Facility concerning the University, Students, and individuals serving in Practicum roles is true and correct in all respects, to the best of University’s knowledge. The Parties further agree that all representations in this Agreement shall remain true and correct during the term of this Agreement, and the Parties shall inform each other if any of the representations become inaccurate or are anticipated to change. Xxxxxx and Acknowledged: Date Field Education Coordinator, University of Oklahoma Xxxx & Xxxxx Xxxxxx School of Social Work Xxxxx Xxxxxx as Xxxx, University of Oklahoma - Xxxxxx Xxxxx Family College of Arts & Sciences Date Name Title Facility Date
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True and Correct Representations. All information that has been furnished to the Facility concerning the University, Students, and individuals serving in Practicum roles is true and correct in all respects, to the best of University’s knowledge. The Parties further agree that all representations in this Agreement shall remain true and correct during the term of this Agreement, and the Parties shall inform each other if any of the representations and warranties become inaccurate or are anticipated to change. Agreed and Acknowledged: Field Education Coordinator: as Field Education Coordinator, University of Oklahoma – Xxxxxx Xxxx & Xxxxx Xxxxxx School of Social Work Date Xxxxx Xxxxxx as Xxxx, University of Oklahoma - Norman College of Arts & Sciences Date Authorized Signee: Title of Authorized Signee: Name of Facility: Date
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True and Correct Representations. All information that has been furnished to the Facility concerning the University, Students, and individuals serving in Practicum roles is true and correct in all respects, to the best of University’s knowledge. The Parties further agree that all representations in this Agreement shall remain true and correct during the term of this Agreement, and the Parties shall inform each other if any of the representations become inaccurate or are anticipated to change. Agreed and Acknowledged: Xxxxx Xxxxxx as Xxxx, University of Oklahoma - Xxxxxx Xxxxx Family College of Arts & Sciences Date Name Title Facility Date
Sample 1

Related to True and Correct Representations

  • Representations True and Correct The representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on as of the Closing Date.

  • Warranties True and Correct No warranty or representation by Buyer contained in this Agreement or in any writing to be furnished pursuant hereto contains or will contain any untrue statement of fact or omits or will omit to state any material fact required to make the statements therein contained not misleading.

  • Representations and Warranties True and Correct The representations and warranties of the Borrower contained in the Credit Agreement, as amended hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to a specified date, in which case such representations and warranties are hereby reaffirmed as true and correct when made.

  • Information True and Correct All information heretofore or hereafter furnished by or on behalf of the Borrower in writing to any Lender, any Agent, the Paying Agent or the Facility Agent in connection with this Agreement or any transaction contemplated hereby is and will be true and complete in all material respects and does not and will not omit to state a material fact necessary to make the statements contained therein not misleading.

  • Statements True and Correct No statement, certificate, instrument --------------------------- or other writing furnished or to be furnished by any PURCHASER Company or any Affiliate thereof to TARGET pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Registration Statement to be filed by PURCHASER with the SEC, will, when the Registration Statement becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by any PURCHASER Company or any Affiliate thereof for inclusion in the Proxy Statement to be mailed to TARGET's shareholders in connection with the Shareholders' Meeting, and any other documents to be filed by any PURCHASER Company or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Proxy Statement, when first mailed to the shareholders of TARGET, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Proxy Statement or any amendment thereof or supplement thereto, at the time of the Shareholders' Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. All documents that any PURCHASER Company or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable Law.

  • Representations and Warranties to be True and Correct The ----------------------------------------------------- representations and warranties contained in Article II shall be true, complete and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and the President and Treasurer of the Company shall have certified to such effect to the Purchasers in writing.

  • True and Correct Information All information, reports, exhibits, schedules, financial statements or certificates of Seller, any Affiliate thereof or any of their officers furnished to Buyer hereunder and during Buyer’s diligence of Seller are and will be true and complete in all material respects and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All required financial statements, information and reports delivered by Seller to Buyer pursuant to this Agreement shall be prepared in accordance with U.S. GAAP, or, if applicable, to SEC filings, the appropriate SEC accounting regulations.

  • Representations and Compliance The representations of the Company contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Closing Date, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. The Company shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.

  • Representations Correct The foregoing representations, warranties and agreements are true, correct and complete in all material respects, and shall survive any Put Closing and the issuance of the shares of Common Stock thereby.

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