REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER Sample Clauses

REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. The Seller represents and warrants to the Purchaser that that all of the statements contained in this Schedule 2, Part 1 are true and correct as of the date of this Agreement and as of the Closing Date, provided that each of the Operational Warranties is qualified in its entirety by, and is given only to the extent of, the Seller’s awareness as set out in Clause 1.7 of this Agreement:
View Source
REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. The Seller hereby makes the following representations and warranties with respect to the Companies. The Seller hereby acknowledges that the Purchaser has agreed to enter into this Agreement on the basis of these representations and warranties, and is relying on these representations and warranties regardless of the participation of the Purchaser's auditors in reviewing financial statements of the Companies and any other investigation which the Purchaser may have directly or indirectly made. Each schedule pursuant to the following sections of the Article IV relates solely to the section or the part of the section the number of which it bears subject to express specific cross-references in such schedule.
View Source
REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. In order to ensure the complete information of the Purchaser, the Seller has disclosed to it as well as to its advisers the documents and information (texts of questions and texts of responses together with photocopies of all documents) set forth in Exhibit XVII (hereafter referred to as the "Audit Information"), and which include, among others, legal, financial accounting and commercial matters; the Purchaser has, in addition, met the statutory auditors of the Companies and, with the consent of the Seller, has consulted their files and has also caused its advisors to perform an accounting and financial audit, a legal audit and an environmental audit on the different sites operated by the Companies. The Purchaser is aware that the management of the Companies was not carried out by the Seller before June 26, 1997.
View Source
REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER. To the exclusion of all other representations and warranties, whether express, implied or statutory and except as set forth in the Exhibits attached hereto, the Seller hereby makes the following representations and warranties to SFP (and to Plastimo France with respect to the Plastimo UK Shares) as to facts existing as of the date hereof and events which have or have not occurred on or prior to the date hereof. The Seller hereby acknowledges that SFP and Plastimo France have agreed to enter into this Agreement on the basis of these representations and warranties, and are relying on these representations and warranties regardless of the participation of SFP's auditors in reviewing financial statements of the Companies and any other investigation which SFP may have made. It is expressly understood and agreed that any reference in this Article II to the knowledge of the Seller shall refer to the actual knowledge of ▇▇. ▇▇▇▇
View Source

Related to REPRESENTATIONS AND WARRANTIES GIVEN BY THE SELLER

  • Representations and Warranties of the Seller The Seller hereby represents and warrants to the Purchaser as follows:

  • Representations and Warranties by the Company The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each of the Sellers, jointly and severally, represents and warrants to the Buyer as follows:

  • Representations and Warranties by the Purchaser The Purchaser represents, warrants, and agrees as follows: (a) I have received and read the Offering Circular and its Exhibits, the Articles and the terms and conditions of the Promissory Note, and I am thoroughly familiar with the proposed business, operations, properties and financial condition of the Company. I have relied solely upon the Offering Circular and independent investigations made by me or my representative with respect to the investment in Note. No oral or written representations beyond the Offering Circular have been made or relied upon. (b) I have read and understand the Articles and Promissory Note and understand how the Company functions as a corporate entity. By purchasing the Note and executing this Subscription Agreement, I hereby agree to the terms and provisions of the Promissory Note. (c) I understand that the Company has limited financial and operating history. I have been furnished with such financial and other information concerning the Company, its management, and its business, as I consider necessary in connection with the investment in Note. I have been given the opportunity to discuss any questions and concerns with the Company. (d) I am purchasing Note for my own account (or for a trust if I am a trustee), for investment purposes and not with a view or intention to resell or distribute the same. I have no present intention, agreement, or arrangement to divide my participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Note. (e) I or my investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. I have been advised to consult my own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of participating in the Note and the Company. SUBSCRIPTION AGREEMENT PFG FUND V LLC (f) I have carefully reviewed and understand the risks of investing in the Note, including (without limitation) those set forth in the Offering Circular and the terms and conditions of the Promissory Note. I have carefully evaluated my financial resources and investment position and acknowledge that I am able to bear the economic risks of this investment. I further acknowledge that my financial condition is such that I am not under any present necessity or constraint to dispose of the Note to satisfy any existent or contemplated debt or undertaking. I have adequate means of providing for my current needs and possible contingencies, have no need for liquidity in my investment, and can afford to lose some or all of my investment. (g) I have been advised that the Note have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Note is to be effected and the Note will be issued by the Company in connection with a transaction that does not involve any public offering within the meaning of section 4(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. (h) The information that the Purchaser has furnished herein, including (without limitation) the information furnished by Purchaser to the Company upon creating an account in the Platform regarding Purchaser’s qualification as an (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, and/or as (ii) a “Qualified Purchaser” defined Section 3 below, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Company accepts this subscription. Further, the Purchaser hereby agrees to immediately notify the Company of any change in any statement made herein prior to the Purchaser’s receipt of the Company’s acceptance of this Subscription, including, without limitation, Purchaser’s status as an “accredited investor” and/or Qualified Purchaser. The representations and warranties made by Purchaser may be fully relied upon by the Company and by any investigating party relying on them. (i) The amount the Note being purchased by the Purchaser does not exceed Ten Percent (10%) of the greater of Purchaser’s annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of the Purchaser’s annual revenue or net assets at fiscal year-end (for entities). (j) The Purchaser, if an entity, is, and shall at all times while it holds Note remain, duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. The Purchaser, if a natural person, is Eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. The principal place of business or principal residence of the Purchaser is as shown on the signature page of this Agreement. (k) The Purchaser has the requisite power and authority to deliver this Agreement, perform his, her or its obligations set forth herein, and consummate the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform his, her or its obligations herein and to consummate the transactions contemplated hereby. This Agreement, assuming the due execution and delivery hereof by the Company, is a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. SUBSCRIPTION AGREEMENT PFG FUND V LLC (l) All information which I have furnished in this Subscription Agreement concerning myself, my financial position, and my knowledge of financial and business matters is correct, current, and complete.

  • REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Each Seller Party hereby represents and warrants to the Agent and the Purchasers, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that: