Representations and warranties clause samples

However, based on the prior representations and warranties provided by holders in connection with prior private placement transactions and discussions with the Placement Agent with respect to the Placement Agent Warrants, the Company anticipates that each of the holders of the Original Warrants will be able to make the representations and warrants set forth on page 5 of Exhibit (a)(1)(C), and will in fact make such representations and warranties, that the Offer to Amend and Exercise will qualify for an exemption from registration under the Securities Act, and, most importantly for these purposes, that no one will be excluded from participating in the tender offer by reason of the inclusion of these representations and warranties..

5.01Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or the other Loan Documents, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent shall affect the representations and warranties or the right of Agent to rely upon them.

4.1 Representations and Warranties. Each of the representations and warranties of the Company contained in Section2 shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing, except for (a)those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date), with the same force and effect as if they had been made at the Closing, and (b)those representations and warranties which (i)are qualified as to materiality or (ii)provide that the Company’s failure to comply with such representation or warranty would not result in a material adverse effect, shall be true and accurate in every respect as of the Closing.

5.1 Representations and Warranties. The representations and warranties of the Investor contained in Section3 shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing.

6.1 Survival of Representations and Warranties. The representations and warranties of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.

Section4.7 No Additional Representations and Warranties. The representations and warranties provided by the Seller under in this ARTICLE 4 are in lieu of all other representations and warranties however provided under Applicable Law or arising from any Applicable Law in connection with the sale and purchase of the Sale Share. No representations and warranties, either express or implied, are made or given by the Seller with respect to the Sale Share other than those specifically provided under this ARTICLE 4. Without prejudice to the representations and warranties set out under this ARTICLE 4 and the right of the Buyer to be indemnified in accordance with ARTICLE 8 below in case of breach thereof, it is acknowledged by the Buyer that the Sale Share are sold on an “as is basis”, with no representations and warranties on the Company’s performance relating to the period prior to or after the Closing, on the business prospects of the Company, as well as on the good standing and state of any of its assets or contracts if any.

Section5.5 No Additional Representations and Warranties. The representations and warranties provided by the Buyer under in this ARTICLE 5 are in lieu of all other representations and warranties however provided under Applicable Law or arising from any Applicable Law in connection with the sale and purchase of the Sale Share. No representations and warranties, either express or implied, are made or given by the Buyer with respect to the Sale Share other than those specifically provided under this ARTICLE 5.

(a) Representations and Warranties. The representations and warranties given by the Seller in this Agreement shall have been true, accurate and not misleading in all material respects when made and shall be true, accurate and not misleading in all material respects as of the Closing with the same force and effect as if made as of the Closing, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true, accurate and not misleading in all material respects as of that date with the same force and effect as if made as of the Closing.

(a) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, except for such representations and warranties that speak as of a specific date.

A.Representations and Warranties. The representations and warranties of the Purchaser contained in Section3 shall be true and correct at and as of the Closing Dates as though then made.

Section7. Survival of Representations and Warranties.All of the representations and warranties contained herein shall survive the Closing Dates.

1. Representations and Warranties. (i)The representations and warranties made by MedReleaf in Sections (a), (b), (e)and (i)(i) of Schedule C to the Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of the Effective Date (except for those representations and warranties made as of a specific date, which shall be true and correct in all material respects on and as of such date), and (ii)all other representations and warranties made by MedReleaf in the Agreement shall be true and correct in all respects as of the Effective Date as if made on and as of the Effective Date (except for those representations and warranties made as of a specific date, which shall be true and correct in all respects on and as of such date), except where any failure or failures of any such other representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, have a Material Adverse Effect with respect to MedReleaf (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored); and (iii)MedReleaf shall have provided to Aurora a certificate of two officers thereof, certifying the foregoing.

(b) Representations and Warranties. The representations and warranties contained in this Amendment, the Credit Agreement and in each Other Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment No. 6 Effective Date as though made on and as of such date, (i) except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date) and (ii) other than (A) the representations and warranties contained in Section 5.5(a) and (b) of the Credit Agreement to the extent that the Pro Forma Balance Sheet and the Projections were prepared in part based on representations and warranties made by the Acquired Companies and/or the SNIH Stockholders (as each such term is defined in the SNI Acquisition Documents) in respect of the balance sheet and the cash flow and balance sheet projections of the Acquired Companies that were not true and correct in all material respects as of the Closing Date and (B) the representations and warranties contained in Section 5.19 of the Credit Agreement that there has been no breach of any material term or condition of the SNI Acquisition Documents to the extent that any representations and warranties made by the Acquired Companies and/or the SNIH Stockholders were not true and correct in all material respects as of the Closing Date.

3.2Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors have authorized the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct in all material respects on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (d) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (e) Borrower is in full compliance in all material respects with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, as amended hereby; and (f) except as disclosed to Agent, Borrower has not amended its organizational documents since the date of the Credit Agreement.

4.1Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them.

(a) Representations and Warranties. The representations and warranties of Company (i)set forth in Section2.2 (Capital Structure) and 2.3 (Authority; Non-Contravention; Approvals) will be true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which will remain true and correct in all material respects as of such date) and (ii)contained in this Agreement (other than those set forth in Section2.2 (Capital Structure) and 2.3 (Authority; Non-Contravention; Approvals)) will be true and correct in all respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which will remain true and correct in all material respects as of such date) or those inaccuracies that, individually or in the aggregate, do not constitute and would not reasonably be expected to constitute a Company Material Adverse Effect; provided that, for purposes of this clause (ii), all “Company Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of the representations and warranties of Company contained in this Agreement will be disregarded. Parent will have received a certificate to such effect signed by an officer of Company. For purposes of clarity, the transactions contemplated by Article 1 of this Agreement shall not constitute a breach of the representations and warranties of Company set forth in Section2.2 (Capital Structure).

(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub (i)set forth in Section3.2 (Capital Structure) and 3.3 (Authority; Non-Contravention; Approvals) will be true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which will remain true and correct in all material respects as of such date) and (ii)contained in this Agreement (other than those set forth in Section3.2 (Capital Structure) and 3.3 (Authority; Non-Contravention; Approvals)) will be true and correct in all respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which will remain true and correct in all material respects as of such date) or those inaccuracies that, individually or in the aggregate, do not constitute and would not reasonably be expected to constitute a Parent Material Adverse Effect; provided that, for purposes of this clause (ii), all “Parent Material Adverse Effect” qualifications and other materiality qualifications limiting the scope of the representations and warranties of Parent and Merger Sub contained in this Agreement will be disregarded. Company will have received a certificate to such effect signed by an officer of each of Parent and Merger Sub.

SECTION 7.09 No Waiver of Contractual Representations and Warranties. The Parties agree that the Indemnified Parties’ rights to indemnification under this Article VII for the representations and warranties set forth herein are part of the basis of the bargain contemplated by this Agreement, and the Indemnified Parties’ rights to indemnification shall not be affected or waived in any respect by virtue of (and the Spotify Parties and the TME Parties shall be deemed to have relied upon the representations and warranties set forth herein notwithstanding) any knowledge on the part of the Spotify Parties of any inaccuracy of any of the representations or warranties of TME and on the part of the TME Parties of any inaccuracy of any of the representations or warranties of Spotify, in each case, set forth in this Agreement, regardless of whether such knowledge was obtained through such Party’s own investigation or through disclosure by the other Party or any other Person, and regardless of whether such knowledge was obtained before or after execution and delivery of this Agreement.

4.1 Representations and Warranties. The representations and warranties of each Noteholder contained in Section3 that are qualified as to materiality shall be true and correct in all respects, and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of the date when made and at and as of the Closing Date, as though such representations and warranties were made at and as of such date.

(f) Representations and Warranties. On the Closing Date, the Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower certifying that the representations and warranties set forth in Section8 are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be true and correct in all respects after giving effect to such materiality qualification) as of the Closing Date.

(c) Representations and Warranties. The representations and warranties of Buyer contained in this Agreement shall be with respect to those representations and warranties qualified by any materiality standard, true and correct as of the Closing, and with respect to all the other representations and warranties, true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and Buyer shall have delivered to Seller a certificate signed by a duly authorized officer thereof to such effect.

Section 7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Date.

5.1Representations and Warranties. The representations and warranties of the Investor contained in Section3 shall be true and accurate in all material respects on and as of the Closing with the same force and effect as if they had been made at the Closing, except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date).

(viii) Incorporation of Representations and Warranties. The representations and warranties of CarMaxLLC in each CarMax Agreement are true and correct in all material respects and are hereby incorporated by reference herein and restated for the benefit of the Underwriters with the same effect as if set forth in full herein.

(a) Representations and Warranties. The representations and warranties of Purchaser set forth in Section3.2 shall be true and correct in all material respects as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).

(a) Representations and Warranties. The representations and warranties of the Sellers set forth in Section3.1 shall be true and correct in all material respects (except for the representations and warranties of the Sellers set forth in Section 3.1(d), which shall be true and correct in all respects) as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects (or true and correct in all respects, as applicable) as of such earlier date).

4.The Lender’s Representations and Warranties. The Lender represents and warrants to the Borrowers, and agrees, that all of the representations and warranties of the Lender in Section 2 of the NPA are true and correct as of the TMA Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), with (i) the term “Note” therein being expanded to include the Note, the Warrant and the Warrant Shares and (ii) the term “Closing Documents” therein being expanded to include the TMA Closing Documents.The foregoing notwithstanding, the Lender’s representations and warranties in Section 2(f) of the NPA are qualified to take into account the potential transfer or resale of the Warrant Shares pursuant to the Registration Rights Agreement.

5.The Borrowers’ Representations and Warranties. Each Borrower represents and warrants to the Lender, and agrees, that, except for defaults with respect to the NPA and/or any other Closing Document that exist at the date of this Agreement that are solely the result of the Current Financial Breaches, all of the representations and warranties of the Borrowers in Section 3 of the NPA are true and correct as of the TMA Closing Date as though made at that time (except for representations and warranties that speak as of a specific date).For purposes of this Section, Section 3 of the NPA is modified to expand the term “Closing Documents” to include the TMA Closing Documents.

5.01Survival of Representations and Warranties.All representations and warranties made in the Credit Agreement or the Other Documents, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the Other Documents, and no investigation by Agent or any Lender shall affect the representations and warranties or the right of Agent and Lenders to rely upon them.

(a) Accuracy of Representations and Warranties. (i) The representations and warranties made by the Company set forth in Section 3.4(a) and Section 3.6(b) shall (except for representations and warranties made as of a specific date, which shall be true and correct in all respects (except for inaccuracies that, individually or in the aggregate, are de minimis) as of such date) be true and correct in all respects (except for inaccuracies that, individually or in the aggregate, are de minimis) as of the date of this Agreement and as of the Closing as if made as of the Closing; (ii) the Company Fundamental Representations (in each case, without taking into account any Material Adverse Effect or other materiality qualifications) shall (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such date) be true and correct in all material respects as of the date of this Agreement and as of the Closing as if made as of the Closing; and (iii) the representations and warranties (other than the Company Fundamental Representations and the representations and warranties set forth in Section 3.4(a) and Section 3.6(b)) made by the Company (in each case, without taking into account any Material Adverse Effect or other materiality qualifications) shall (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such date) be true and correct as of the date of this Agreement and as of the Closing as if made as of the Closing, except in each case under this clause (iii) where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; and the Surviving Pubco shall have received a certificate signed by an officer of the Company, dated as of the Closing, to such effect.