Times when representations are made Sample Clauses

The "Times When Representations are Made" clause defines the specific points in time when the parties' statements of fact (representations) are considered to be made or reaffirmed under the agreement. Typically, this clause clarifies whether representations are made only at the time of signing, at closing, or at other key milestones, such as upon delivery of goods or services. For example, in a purchase agreement, representations might be made both at signing and at closing to ensure ongoing accuracy. This clause's core function is to establish clear expectations about when the truthfulness of representations is required, thereby reducing the risk of disputes over misstatements or changes in circumstances.
Times when representations are made a) All the representations and warranties in this Clause 19 are made by each Obligor on the date of this Agreement. b) All the representations and warranties in this Clause 19 are deemed to be made by each Obligor on the Drawdown Date. c) Unless a representation and warranty is expressed to be given at a specific date, each Repeating Representation is deemed to be repeated by each Obligor on the first day of each Interest Period; and d) Each Repeating Representation deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date when such representation and warranty is deemed to be made.
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Times when representations are made. (a) The representations and warranties in this Clause 21 are made by each Original Obligor on the date of this Agreement by reference to the facts and circumstances existing on such date provided that: (i) the Repeating Representations shall be deemed to be repeated on the date of each Utilisation Request following the Certain Funds Period, on the first day of each Interest Period, on the date of this Agreement, on the date of each Utilisation and together with the representation and warranty set out in Clause 21.18 (Legal and beneficial ownership) on the date of the accession of each Additional Obligor in respect of itself only; (ii) the Certain Funds Representations shall be deemed to be repeated on Closing and on the date of each Utilisation Request during the Certain Funds Period and on the date of each Utilisation during the Certain Funds Period; (iii) the representations and warranties set out in Clause 21.11 (No misleading information) shall be deemed to be repeated: (A) by the Company; (A) on the date of the issue of the Information Memorandum; and (B) on the Syndication Date, subject to specific written disclosures made by the Company (if any) at least five Business Days prior to the Syndication Date (or, if the Arranger has not notified the Company of the intended Syndication Date ten Business Days' in advance, within five Business Days after receipt of such notice) against such representations which, if so made, shall qualify such representations; and (B) by the Parent on the date of its accession to the terms of this Agreement, subject to specific written disclosures made by the Company (if any) prior to the date of accession against such representations which, if so made, shall qualify such representations; and (iv) the representations and warranties set out in paragraph (b) of Clause 21.12 (Financial Statements) shall be deemed to be repeated on the date of delivery of the respective financial statements. (b) Each representation or warranty in this Clause 21 which is deemed to be made or repeated after the date of this Agreement shall be deemed to be made or repeated by reference to the facts and circumstances existing on the date it is so made or repeated. (c) For the avoidance of doubt the representations and warranties made in this Clause 21, other than in Clause 21.2 (Status) to Clause 21.5 (Power and authority), Clause 21.7 (Validity and admissibility in evidence), Clause 21.11 (No misleading information) and paragraph (b) of Clause 21.1...
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Times when representations are made. (a) All the representations and warranties in this Clause 24 are made by each Original Obligor on the date of this Agreement except for the representations and warranties set out in Clauses 24.7 (No misleading information) and 24.8(c) (Financial statements). (b) The Repeating Representations are deemed to be made, unless otherwise specified, by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and the first day of each Interest Period. (c) The representations and warranties in Clause 24.7 (No misleading information) are deemed to be made by the Companies on the date of this Agreement. (d) The representations and warranties in Clause 24.8(c) (Financial statements) are deemed to be made by the Companies on the date on which the applicable set of financial statements is delivered pursuant to Clause 25.1 (Financial statements).
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Times when representations are made. 18.34.1 All of the representations and warranties set out in this clause 18 (other than Ship Representations relating to Ships which are not Mortgaged Ships at such time) are deemed to be made on the dates of: (a) this Agreement; (b) the first Utilisation Request; (c) any Utilisation; and (d) the issuing of any Compliance Certificate. 18.34.2 The Repeating Representations and the Ship Representations relating to Ships which are Mortgaged Ships at such times are deemed to be made on the dates of each subsequent Utilisation Request and the first day of each Interest Period. 18.34.3 All of the Ship Representations are deemed to be made on the first day of the Mortgage Period for the relevant Ship. 18.34.4 Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.
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Times when representations are made. (a) All the Representations are made by each Original Obligor on the Signature Date. (b) All the Representations are deemed to be made by each Obligor on the CP Satisfaction Date. (c) The Repeating Representations are deemed to be made by each Obligor: (i) on the date of each Utilisation Request; (ii) on each Utilisation Date; and (iii) on the first day of each Interest Period. (d) All the Representations, except clause 18.12 (No misleading information) and clause 18.28 (Group Structure Chart), are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor. (e) Each Representation deemed to be made after Signature Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.
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Times when representations are made. (a) All the representations and warranties in this Clause 25 are made by each Original Obligor on the date of this Agreement except for the representations and warranties set out in Clauses 25.7 (No misleading information), 25.8(c) (Financial statements) and 25.12 (Offer/Arrangement Documents). (b) The Repeating Representations are deemed to be made, unless otherwise specified, by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and the first day of each Interest Period. (c) The representations and warranties in Clause 25.7 (No misleading information) are deemed to be made by the Companies on the Syndication Date. (d) The representations and warranties in Clause 25.8(c) (Financial statements) are deemed to be made by the Companies on the date on which the applicable set of financial statements is delivered pursuant to Clause 26.1 (Financial statements). (e) The representations and warranties in Clause 25.12 (Offer/Arrangement Documents) are deemed to be made by the Companies on: (i) in the case of paragraph (a) of that Clause, the date of the Offer to Purchase for Cash and the date of any subsequent Offer Document; and (ii) in the case of paragraph (b) of that Clause, the date of the announcement of the Arrangement Agreement and the date of any amendment thereto, and, in each case the date of each subsequent Utilisation Request and on each subsequent Utilisation Date, for an Acquisition Loan.
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Related to Times when representations are made

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY SELLER CLOSING DELIVERIES, NEITHER SELLER, RADISSON, EXISTING MANAGER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, AND PURCHASER HEREBY WAIVES AND RELEASES SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OR COVENANTS REFERRED TO IN SECTION 5.023 OF THE TEXAS PROPERTY CODE (OR ITS SUCCESSORS) WITH RESPECT TO THE PROPERTY OR ITS CONDITION OR THE CONSTRUCTION, PROSPECTS, OPERATIONS OR RESULTS OF OPERATIONS OF THE PROPERTY, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF SELLER, OR (E) ANY OTHER MATTER RELATING TO SELLER, THE PROPERTY OR THE BUSINESS. THIS SECTION 6.2 SHALL SURVIVE THE CLOSING.

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.