Vendors' representations definition

Vendors' representations. The Vendor represents and warrants to the Purchaser in the terms of the Warranties with the intent that the Purchaser should, in entering into this Agreement, rely on the truth of the statements contained in each of the Warranties and acknowledges that each of the Warranties is material to the Purchaser entering into this Agreement.
Sample 1

Examples of Vendors' representations in a sentence

  • The Vendor's representations contained in this Agreement will be true.

  • The Vendor understands that the Purchaser's Common Stock has not been, and will not be, registered under the Securities Act of 1933 (the "Securities Act") or the securities laws of any state by reason of a specific exemption from the registration provisions of the Securities Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Vendors' representations as expressed herein.

  • The Vendor's representations and warranties contained in this Agreement and in any certificate or document delivered under this Agreement or in connection with the transactions contemplated by this Agreement will be true at and as of closing as if such representations and warranties were made at and as of such time.

  • All statements contained in any certificate or other instrument delivered by or on behalf of the Vendor under this Agreement will be deemed to be the Vendor's representations and warranties.

  • The Vendor's representations and warranties herein contained were true when made, have continued to be true in all material respects from the date hereof to the Closing Time and are true in all material respects as of the Closing Time.

  • The Vendor's representations and warranties contained in this Agreement and in any certificate or document delivered under this Agreement will be true at and as of the Closing Date if the Vendor made the representations and warranties at and as of that time.

  • The Vendor shall have the right to waive any representation and warranty made by the Purchaser in the Vendor's favour without prejudice to any of its rights with respect to any other breach by the Purchaser and the Purchaser shall have the same right with respect to any of the Vendor's representations in the Purchaser's favour.

  • No certificate furnished by or on behalf of the Vendor to the Purchaser at the Closing Date regarding the Vendor's representations, warranties, or covenants in this Agreement will contain any untrue statement of a material fact or omit to state a material fact known to the maker of the certificate necessary to make the statements contained in the certificate not misleading.

  • The Vendor's representations and warranties contained in this Agreement and in any certificate or document delivered under this Agreement or in connection with the transactions contemplated by this Agreement shall be true at and as of closing as if such representations and warranties were made at and as of such time.

  • The Vendor's representations, warranties, covenants and agreements contained in this Agreement shall not merge on the closing of this transaction or on the delivery and registration of a transfer but shall survive the closing of this transaction.

Related to Vendors' representations

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Fundamental Representations means the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Corporate Authorization), Section 5.3 (Binding Effect), Section 5.4 (Capitalization) and Section 5.16 (Brokers’ Fees).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Repeating Representations means each of the representations set out in Clause 19.1.1 (Status) to Clause 19.1.6 (Governing law and enforcement), Clause 19.1.10 (No default) to Clause 19.1.19 (Pari passu ranking) and Clause 19.1.25 (Sanctions).

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Seller Representative means Xxxxx Bank.

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Supplier’s Representative means the representative appointed by the Supplier from time to time with overall responsibility for this Contract and notified to the Customer;