Accuracy or Representations and Warranties Clause Samples

The "Accuracy of Representations and Warranties" clause ensures that the statements and assurances made by each party in the agreement are true and correct at the time of signing, and often at closing as well. In practice, this clause may require parties to confirm that all factual assertions—such as financial condition, ownership of assets, or compliance with laws—remain accurate throughout the transaction process. Its core function is to allocate risk by holding parties accountable for the truthfulness of their disclosures, thereby protecting the other party from misrepresentations or undisclosed liabilities.
Accuracy or Representations and Warranties. All of the representations, warranties, understandings and acknowledgments that Holder has made herein are true and correct in all material respects as of the date of execution hereof. The Holder will perform and comply fully in all material respects with all covenants and agreements set forth herein, and the Holder covenants and agrees that until the acceptance of this Agreement by the Company, the Holder shall inform the Company immediately in writing of any changes in any of the representations or warranties provided or contained herein.
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Accuracy or Representations and Warranties. All of the representations, warranties, understandings and acknowledgments that Subscriber has made herein are true and correct in all material respects as of the date of execution hereof. The Subscriber will perform and comply fully in all material respects with all covenants and agreements set forth herein, and the Subscriber covenants and agrees that until the acceptance of this Agreement by the Company, the Subscriber shall inform the Company immediately in writing of any changes in any of the representations or warranties provided or contained herein.
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Accuracy or Representations and Warranties. All representations and warranties of IXC, IXC-LD and Acquisition Corp. contained in this Agreement shall be true and correct in all material respects when made and on and as of the Actual Closing Date as though made on and as of the Actual Closing Date.
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Accuracy or Representations and Warranties. All representations and warranties of Talarian contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though made on and as of the Closing Date regardless of any additional disclosures made by Talarian pursuant to Section 6.1 (unless waived by WhiteBarn).
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Accuracy or Representations and Warranties. Each of the foregoing representations and warranties shall be deemed repeated and shall be true and correct on the date of closing on the Loans and the date of each Advance hereunder.
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Accuracy or Representations and Warranties. All of the representations, warranties, understandings and acknowledgments that the Purchaser has made herein are true and correct in all material respects as of the date of execution hereof. Each Purchaser will perform and comply fully in all material respects with all covenants and agreements set forth herein, and each Purchaser covenants and agrees that until the acceptance of this Agreement by Broadband, BroadCom, and Black Giant Resources, each Purchaser shall inform Broadband immediately in writing of any changes in any of the representations or warranties provided or contained herein.
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Accuracy or Representations and Warranties. All of the representations, warranties, understandings, and acknowledgments that Lender has made herein are true and correct in all material respects as of the date of execution hereof. The Lender will perform and comply fully in all material respects with all covenants and agreements set forth herein, and the Lender covenants and agrees that until the acceptance of this Agreement by the Company, the Lender shall inform the Company immediately in writing of any changes in any of the representations or warranties provided or contained herein.
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Accuracy or Representations and Warranties. Each of the representations and warranties of Shamrock contained in this Agreement will be true and correct on the Closing Date as if made anew and as of such date.
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Accuracy or Representations and Warranties. All representations and warranties of STAR and Acquisition Corp. contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though made on and as of the Closing Date.
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Related to Accuracy or Representations and Warranties

  • 3Representations and Warranties (a) Registry Operator represents and warrants to ICANN as follows: (i) all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made, and such information or statements continue to be true and correct in all material respects as of the Effective Date except as otherwise previously disclosed in writing by Registry Operator to ICANN; (ii) Registry Operator is duly organized, validly existing and in good standing under the laws of the jurisdiction set forth in the preamble hereto, and Registry Operator has all requisite power and authority and has obtained all necessary approvals to enter into and duly execute and deliver this Agreement; and (iii) Registry Operator has delivered to ICANN a duly executed instrument that secures the funds required to perform registry functions for the TLD in the event of the termination or expiration of this Agreement (the “Continued Operations Instrument”), and such instrument is a binding obligation of the parties thereto, enforceable against the parties thereto in accordance with its terms. (b) ICANN represents and warrants to Registry Operator that ICANN is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California, United States of America. ICANN has all requisite power and authority and has obtained all necessary corporate approvals to enter into and duly execute and deliver this Agreement.

  • Other Representations and Warranties CMSI represents and warrants to the Senior Underwriter that: (a) Each of the offered senior certificates will, when issued, be a “mortgage related security,” as defined in section 3(a)(41) of the Exchange Act, and each of the offered senior certificates, when validly authenticated, issued and delivered in accordance with the Pooling Agreement, will be duly and validly issued and outstanding and entitled to the benefits of the Pooling Agreement. (b) Compliance by CMSI with the provisions of this Agreement and the Pooling Agreement do not, and will not on the closing date, conflict with CMSI’s certificate of incorporation or by-laws or any contract to which CMSI is a party. (c) On the closing date, each of this Agreement and the Pooling Agreement will have been duly authorized, executed and delivered by CMSI and, assuming the valid execution of such agreements by the other parties, each such agreement will constitute a valid and binding agreement of CMSI enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (d) CMSI has been duly organized and is validly existing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Prospectus.

  • Your Representations and Warranties By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

  • Customer Representations and Warranties (a) The Customer represents and warrants that: (i) the Customer has the legal right, power and authority to execute, deliver and perform this Agreement and to carry out all of the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by MDP on behalf of the Customer will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order or any court or other government agency, or judgment, applicable to the Customer; (iii) the Customer has obtained all necessary authorizations, including those from any persons who may have an interest in the Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to which the Customer is a party or which is otherwise known to the Customer, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Customer and carrying out the transactions contemplated hereby on behalf of the Customer are duly authorized to do so. (b) The Customer represents and warrants that it is an "investment company" as defined in the Investment Company Act and that it will indicate each "affiliate" as defined in the Investment Company Act by instructing the Bank not to lend the Customer's Securities to such Borrower, or to enter into repurchase agreements on Customer's behalf with such Borrower and/or its affiliates, by completion of Exhibit B hereto. (c) The Customer is aware that it is possible to loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Bank. (d) The Customer represents and warrants that each Person who owns, controls or possesses securities which may be lent pursuant to this agreement is identified in the Customer Information Sheet attached hereto as Exhibit A and made a part hereof, such Customer Information Sheet to be updated from time to time upon written notice to the Bank from the Customer ("Customer Information Sheet") and that the tax identification number of such Person is set forth opposite such Person's name on such Customer Information Sheet. (e) The Customer represents and warrants that (i) it has reviewed and understands the offering memorandum or similar materials relating to Customer's initial Collateral Investment; (ii) it will review and develop an understanding of the offering memorandum or similar materials in connection with any future Collateral Investments; and (iii) it will provide a Collateral Investment letter for acceptance by Bank in substantially the form attached hereto as Exhibit D and made a part hereof in connection with each Collateral Investment. (f) The Customer represents and warrants that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as of the date hereof and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and completeness of the information contained in the Customer Information Sheet in complying with its obligations under applicable laws and regulations. (g) The Customer represents and warrants that all recitals contained herein are true and correct in all respects as they relate to the Customer.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.