Correctness of Representations and Warranties. Seller represents and warrants that # to its knowledge it holds good and marketable title in fee simple to the Property, # all closing documents signed by Seller will be valid, authorized and binding upon Seller, # to its knowledge no outstanding contracts, fees, debts or liens exist on the Property (except mortgage liens to be satisfied at closing and other items related to the development of the Property); and # to Seller’s knowledge there are no leases or third-party rights/interests on the Property and Seller is in sole possession. These representations and warranties of Seller shall be evaluated by Buyer during its title review and the Inspection Period and shall not create any obligations of Seller or rights of Buyer, outside of those specified in Paragraphs 4 and 5 of this Agreement.
The Company makes the following representations and warranties to Buyer, on the date hereof, each of which shall be deemed material (and Buyer, in executing, delivering and consummating this Agreement, has relied and will rely upon the correctness and completeness of each of such representations and warranties):
The Buyer and Merger Sub, make the following representations and warranties to Company and HoldCo, each of which shall be deemed material (and Company and HoldCo, in executing, delivering and consummating this Agreement, have relied and will rely upon the correctness and completeness of each of such representations and warranties):
All representations and warranties contained herein which are made to the best knowledge of a party shall require that such party make reasonable investigation and inquiry with respect thereto to ascertain the correctness and validity thereof.
The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.
AUFP shall deliver to Shareholders and Hainan , in form and substance reasonably satisfactory to Shareholders and Hainan , a paperwork executed on behalf of AUFP by the Secretary of AUFP certifying the truth and correctness of the representations and warranties set forth in Section 2(b); and
Section # Limitations on Representations and Warranties. Except as expressly set forth in this Article IV, no EnTrust Group Member makes any representation or warranty, express or implied, at law or in equity, with respect to itself or any of their Affiliates, or any of their respective assets, liabilities, businesses or operations (including in respect of the correctness, accuracy or completeness of any Contract or certificate furnished or made available, or to be furnished or made available, or statement made, by any EnTrust Group Member, any of their Affiliates or their respective representatives in connection with the Transactions), and any such other representations or warranties are hereby expressly disclaimed.
Section # Limitations on Representations and Warranties. Except as expressly set forth in this Article V, no Permal Group Member makes any representation or warranty, express or implied, at law or in equity, with respect to itself or any of their Affiliates, or any of their respective assets, liabilities, businesses or operations (including in respect of the correctness, accuracy or completeness of any Contract or certificate furnished or made available, or to be furnished or made available, or statement made, by any Permal Group Member, any of their Affiliates or their respective representatives in connection with the Transactions), and any such other representations or warranties are hereby expressly disclaimed.
Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the [[Consenting Lenders:Organization]] that # this Amendment is within its corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of the Borrower, # this Amendment has been duly executed and delivered by the Borrower, # each of this Amendment, and the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, # as of the date hereof, no Default or Event of Default has occurred and is continuing and # the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.
Warranties or Representations. Any warranty, representation, or other statement made or furnished to Agent or any Lender by any Borrower or any Guarantor or any instrument furnished in compliance with this Agreement shall have been false or misleading in any material respect when made or furnished;
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