Updated Representations and Warranties Clause Samples

Updated Representations and Warranties. Each representation and warranty contained in this Agreement and the other Transaction Documents shall be deemed to be reaffirmed by Borrower on each day that Borrower delivers or is required to deliver a Borrowing Base Certificate hereunder and on each day a Loan is made hereunder, except for changes in the nature of Borrower’s business or operations that may occur after the date hereof in the Ordinary Course of Business so long as Agent has provided its prior written consent (in its sole discretion) to such changes or such changes are not violative of any provision of this Agreement.
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Updated Representations and Warranties. From the date of this Agreement to the Closing, the Acquirer shall promptly inform R&A in writing if it shall have discovered any information (whether existing as of the date of this Agreement or arising after the date hereof) which would cause the condition set forth in Section 7.2(a) hereof not to be satisfied if the Closing were scheduled to occur as of the date of the Acquirer's discovery of such information; provided, however, that no such disclosures shall be deemed to modify, amend or supplement the representations and warranties of the Acquirer for purposes of any provision of this Agreement except to the extent provided in Section 8.3 hereof.
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Updated Representations and Warranties. Borrower represents and warrants to Administrative Agent and Lenders that the representations and warranties of Borrower contained in the Loan Documents are true and correct on and as of the effective date of this Fourth Amendment.
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Updated Representations and Warranties. Each party hereby confirms to the other that as of the date hereof the representations and warranties of such party in Article 12 of the Agreement are true and correct as if made on the date hereof.
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Updated Representations and Warranties. On each six-month anniversary ---------------------------------------- of the date of this Agreement, the Company and the Other Stockholders shall jointly furnish Bartech with any amendments or modifications to the Schedules, such amendments and modifications to be set forth in reasonable detail.
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Updated Representations and Warranties. At the Closing, Dong-A shall execute a certificate certifying, as of the Closing, that the representations and warranties of Section 5 are true, correct, and complete.
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Updated Representations and Warranties. The representations and warranties made by Seller pursuant to Section 7 are true and correct as of the date hereof and shall be true and correct on and as of the Closing Date, as if remade on such date, unless any such representation and warranty is expressly: (i) specifically stated to be as of “the date hereof”; (ii) specifically made as to another date; or (iii) subject to another provision of this Agreement which provides for or contemplates a change in any of the applicable facts, circumstances or conditions disclosed in the applicable representation and warranty. Notwithstanding the foregoing, Purchaser shall have no right to terminate this Agreement, there shall be no breach of the representations and warranties of Seller set forth in Section 7 or reduction in the Purchase Price, and Seller shall have no liability to Purchaser if any representation and warranty made by Seller on the date hereof, which is required to be remade on the Closing Date, shall not be true and correct on, or as of, the Closing Date if such inaccuracy is due to the exercise by Seller of any right permitted under this Agreement (including the execution, modification or termination of any Lease or Service Contract after the date hereof pursuant to Section 6(b)), or is due to Purchaser’s actions; provided, however, the actions of Seller shall not be imputed to Purchaser unless such actions were consented to by Purchaser in writing.
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Updated Representations and Warranties. (a) Sections 4.04, 4.05 and 4.07 of the Existing Agreement are amended by changing the reference to "the Company's 1995 Form 10-K" to "the Company's 1996 Form 10-K," wherever it appears therein.
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Related to Updated Representations and Warranties

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties in this Agreement inaccurate or incomplete in any material respect, the Sub-Adviser will provide prompt written notification to the Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Sub-Adviser agrees that it will provide prompt notice to the Adviser in the event that: (i) the Sub-Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs with respect to the Sub-Adviser’s investment advisory business that could reasonably be expected to adversely impact the Sub-Adviser’s ability to perform its duties under this Agreement.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • 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.

  • Investment Representations and Warranties Each Transferor Partner for itself, severally and not jointly, represents, warrants, acknowledges and agrees as follows: (a) Such Transferor Partner is acquiring the BRI Partnership Units for investment only to be received by it for its own account and not with any view to the sale or distribution of the same or any part thereof in violation of the Securities Act of 1933, as amended (the "Act") and it will not sell or otherwise dispose of such BRI Partnership Units except in compliance with the registration requirements or exemption provisions of any applicable securities laws and in accordance with the terms of the BRI Partnership Agreement and the Registration Rights Agreement. (b) Such Transferor Partner understands that the BRI Partnership Units to be issued to each Transferor Partner will not be registered under the Act, or the securities laws of any state ("Blue Sky Laws") by reason of a specific exemption or exemptions from registration under the Act and applicable Blue Sky Laws and that BRI's and the BRI Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Transferor Partner. (c) Such Transferor Partner acknowledges and agrees that, for the reasons set forth in Sections 5.35(a) and (b) above, the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may not be offered, sold, transferred, pledged, or otherwise disposed of by such Transferor Partner except (i) pursuant to an effective registration statement under the Act and any applicable Blue Sky Laws, (ii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units) may be made without registration under the Act, together with either registration or an exemption under applicable Blue Sky Laws, or (iii) upon the BRI Partnership or BRI, as the case may be, receiving an opinion of counsel knowledgeable in securities law matters (and which opinion and counsel shall be reasonably acceptable to both the BRI Partnership and BRI) to the effect that the proposed transfer is exempt from the registration requirements of the Act and any applicable Blue Sky Laws, and that, accordingly, such Transferor Partner must bear the economic risk of an investment in the BRI Partnership Units (and the shares of common stock issued upon exchange of the BRI Partnership Units) for an indefinite period of time. Such Transferor Partner acknowledges, represents and agrees that (i) its economic circumstances are such that it is able to bear all risks of the investment in the BRI Partnership and BRI for an indefinite period of time, including the risk of a complete loss of its investment in the BRI Partnership Units (or shares of common stock issued upon exchange of the BRI Partnership Units), (ii) it has knowledge and experience in financial and business matters sufficient to evaluate the risks of investment in the BRI Partnership Units and BRI, and (iii) it has consulted with its own separate counsel and tax advisor, to the extent deemed necessary by it, as to all legal and taxation matters covered by this Agreement and has not relied upon the BRI Partnership or the Transferor Agent, its affiliates or its other legal counsel and advisors for any explanation of the application of the various United States or state securities laws or tax laws with regard to its acquisition of the BRI Partnership Units. Such Transferor Partner further acknowledges and represents that it has made its own independent investigation of the BRI Partnership and the business conducted or proposed to be conducted by the BRI Partnership. (d) Such Transferor Partner is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Act. (e) Such Transferor Partner understands that an investment in the BRI Partnership and BRI involves substantial risks. Such Transferor Partner acknowledges that it has (i) been given full and complete access to the BRI Partnership and its management in connection with this Agreement and the transactions contemplated hereby, (ii) received and read the BRI Partnership Agreement, as amended to date, and has had the opportunity to review all documents and information relevant to its decision to enter into this Agreement and to invest in the BRI Partnership and BRI, including, without limitation, the Private Placement Memorandum of BRI, dated as of August 25, 1997 (the "PPM") and (iii) had the opportunity to ask questions of the BRI Partnership and BRI and its management concerning its investment in the BRI Partnership and the transactions contemplated hereby, which questions were answered to its satisfaction. (f) Such Transferor Partner acknowledges and agrees that: (i) the BRI Partnership Units to be acquired by it hereunder will not be registered under the Act in reliance upon the exemption afforded by Section 4

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that: