REPRESENTATIONS, WARRANTIES AND ASSURANCES OF VENDOR Clause Samples

REPRESENTATIONS, WARRANTIES AND ASSURANCES OF VENDOR. Prior to the signing of this Agreement, the Purchaser and its advisors and representatives have conducted a legal, financial and tax due diligence review of the Company. Vendor acknowledges that Purchaser is entering into this Agreement in reliance on the representations, warranties and assurances (the “Warranties”) set out herein being true, correct and not misleading both on the date hereof and on the Closing Date and consequently Vendor hereby represents, warrants and assures that the statements set out in this Section 6 are true, correct and not misleading both on the date hereof and at Closing. The Warranties constitute an agreed allocation between the Parties of risks inherent in the Company and the Business. Accordingly, the liability of Vendor under, and the rights of Purchaser in respect of, the Warranties shall not be affected by any knowledge of Purchaser as a result of Purchaser’s examination of the Company or otherwise. Notwithstanding the foregoing sentence, Vendor shall be deemed not to be in breach of the Warranties to the extent that a fact, matter, occurrence or event constituting a breach of the Warranties has been fully and fairly disclosed to Purchaser in the Disclosure Letter attached hereto as Schedule 6 (a) or in the Data Room Documents provided, however, that factual basis, nature and magnitude of such fact, matter, occurrence or event has been disclosed in writing in the Data Room Documents or the Disclosure Letter in sufficient detail and in a sufficiently transparent manner to enable a prudent buyer in the same circumstances to assess such matters and their impact on the Company and the Business and any relevant Warranty. A fact, matter, occurrence or event is deemed to form part of the knowledge of Vendor where it is known by the persons listed in the Schedule 6 (b).
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Related to REPRESENTATIONS, WARRANTIES AND ASSURANCES OF VENDOR

  • Representations and Warranties of Assignee Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

  • Representations, Warranties and Acknowledgments 11.1 Acknowledgments by DB Contractor 11.1.1 To the extent of the Maintenance Services, DB Contractor has full responsibility for the maintenance, repair and upkeep of the Maintained Elements. 11.1.2 DB Contractor assumes, with respect to the Maintained Elements that are within the scope of the Maintenance Services as described in Exhibit 2, the risk of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Work under the Design-Build Contract; and the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities and acknowledges and agrees that it has incorporated into the Maintenance Price all costs associated with such risks. 11.1.3 DB Contractor shall not be entitled to (a) assert or use the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; and/or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities as defenses to the full and complete performance of the Maintenance Services and any other obligation under the CMA Documents; and (b) any Change Order resulting from, related to or arising out of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects and flaws; the materials and supplies used in connection with the construction of the Project; the performance of the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities. 11.1.4 Except to the limited extent provided by Section 1.2.4, DB Contractor shall not be entitled to rely on any documents or information provided by TxDOT relating to the design or construction of the Project, including the Reference Information Documents. 11.1.5 TxDOT shall not be responsible or liable in any respect for any Losses suffered by any of the DB Contractor-Related Entities by reason of the design and construction of the Project; design defects, omissions, errors or inaccuracies; construction defects or flaws; the materials and supplies used in connection with the construction of the Project; the Maintenance Services; or the actions, omissions, negligence, intentional misconduct, or breach of applicable Law or contract by any member of the DB Contractor-Related Entities.

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations, Warranties and Agreements You will make to each other Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows: