Closing Representations and Warranties Clause Samples
Closing Representations and Warranties. Borrower represents and warrants to Lender as of the date of this Agreement:
Closing Representations and Warranties. Borrower represents and warrants to Bank as of the date of this Agreement:
Closing Representations and Warranties. Guarantor represents and warrants to Bank as of the date of this Agreement:
4.1.1 CORPORATE, LIMITED LIABILITY COMPANY, OR PARTNERSHIP EXISTENCE AND AUTHORIZATION. If Guarantor is a corporation, a limited liability company, or a partnership, Guarantor is validly existing, and in the case of a corporation or a limited liability company is in good standing, under the laws of the jurisdiction of its formation or organization and has the requisite power and authority to execute, deliver, and perform the Guarantor Loan Documents. The execution, delivery, and performance by Guarantor of the Guarantor Loan Documents have been duly authorized by all requisite action by or on behalf of Guarantor and will not conflict with, or result in a violation of or a default under, the certificate of incorporation and bylaws, the limited liability company operating agreement, or the partnership agreement of Guarantor, as the case may be. If Guarantor is not formed or organized under the law of the State of Arizona, Guarantor is qualified to do business as a foreign corporation, limited liability company, or partnership, as the case may be, and in the case of a corporation or limited liability company is in good standing, under the law of the State of Arizona.
Closing Representations and Warranties. Scho▇▇ ▇▇▇ll use all reasonable efforts to ensure that the representations and warranties of Scho▇▇ ▇▇▇ forth in this Agreement shall also be true and correct on and as of the Closing Date as if made on and as of such date, except for representations and warranties which speak as to a particular date, which representations and warranties shall remain true and correct in all material respects as of such date.
Closing Representations and Warranties. CML, CML Fiberoptics and Electro shall use all reasonable efforts to ensure that the representations and warranties of CML, CML Fiberoptics and Electro set forth in this Agreement shall also be true and correct on and as of the Closing Date as if made on and as of such date, except for representations and warranties which speak as to a particular date, which representations and warranties shall remain true and correct in all material respects as of such date.
Closing Representations and Warranties. The representations and warranties herein by ▇▇▇ will be true and correct in all material respects in and as of the Closing Date and Effective Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and Effective Date.
Closing Representations and Warranties. Borrower represents and warrants to Administrative Agent and Banks as of the date of this Agreement:
Closing Representations and Warranties. VidaMed and Medtronic, jointly and severally, represent and warrant to Urologix that the following representations and warranties shall be true and correct as of the Acquisition Closing (the “Closing Representations and Warranties”):
(a) Each of Medtronic and VidaMed is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and the State of Delaware, respectively, and has all requisite corporate power and authority to perform all of its obligations hereunder, including without limitation, the requisite corporate power and authority to transfer the Transferred Prostiva Assets without requiring the consent or approval of any other person;
(b) Medtronic owns the VidaMed Securities, free and clear of all liens and encumbrances (other than any liens or encumbrances granted or created by Urologix after the Effective Date), and the VidaMed Common Stock constitutes the only VidaMed Securities issued and outstanding as of the Acquisition Closing;
(c) Medtronic and VidaMed are the owners of the Transferred Prostiva Assets (other than the VidaMed Securities) and the Other Medtronic Business Intellectual Property listed in Section 4 of Exhibit G of the License Agreement in the Field of Use, free and clear of liens and third party rights except as set forth on Exhibit A of the License Agreement, and the owners of the Medtronic Business Intellectual Property listed in Section 5 of Exhibit G of the License Agreement in the Field of Use, free and clear of liens and third party rights granted or created by Medtronic (in each case other than any liens or third party rights granted or created by Urologix after the Effective Date);
(d) The performance of Medtronic’s and VidaMed’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by Medtronic or VidaMed to any third party named in Exhibit A or Exhibit D to the License Agreement, or any other contractual obligation to a third party that would materially adversely impact Urologix’s operation of the Prostiva Business as it was conducted by Medtronic as of the Effective Date (other than a contractual obligation to a third party created by Urologix after the Effective Date);
(e) VidaMed has no liabilities, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, whether due or to become due and regardless of when asserted, except for (i) those obligation...
Closing Representations and Warranties