Adjustment for Losses Attributable to Breaches of AmDoc Representations and Warranties Sample Clauses

Adjustment for Losses Attributable to Breaches of AmDoc Representations and Warranties. If, on or prior to the Termination Date (as defined in the Escrow Agreement), it becomes known to ARC that (i) any of the representations and warranties set forth in Section 3.3(c)(ii) or 3.5 of this Agreement were untrue or incorrect as of the date hereof or as of the Closing Date, (ii) AmDoc's projection as set forth on Section 3.3(c)(ii) of the Disclosure Schedule as to the number of shares of ARC Series A-6 Preferred Stock to be issued to Premier Research Worldwide, LLP in connection with agreements between AmDoc and Premier Research Worldwide, Ltd. in existence at the Closing Date is less than the number of shares actually issued or (iii) Xxxxx Xxxx fails to execute or revokes the Settlement Agreement between Xxxxx Xxxx and AmDoc in the form previously provided to ARC, ARC shall notify the AmDoc Stockholders' Representatives and the Escrow Agent in writing of the amount of its good faith estimate of the amount of any claim, loss, liability, damage, cost or expense resulting from or incurred in connection with the breach of such representation or warranty, the inaccuracy of such projection or such failure to execute or revocation, as the case may be, less the amount of any benefits actually received (a "ARC Claim"), which notice shall include a brief description of the facts upon which such ARC Claim is based. Upon receipt of the notice of the ARC Claim, the AmDoc Stockholders' Representatives shall have twenty (20) business days in which to review such ARC Claim, and if, in their reasonable judgment, they disagree with the validity of such ARC Claim or with the amount of such ARC Claim, the AmDoc Stockholders' Representatives may propose an adjustment thereto or propose that no amount should be paid on account of such ARC Claim within such twenty (20) business day period. Any proposed adjustment or rejection thereof shall be in writing and shall be submitted to ARC within such twenty (20) business day period. ARC shall cooperate fully in responding to questions and requests for information submitted by the AmDoc Stockholders' Representatives and their professional advisers in connection with such review, and shall, with reasonable prior notice, provide them with full access to members of management of ARC who are knowledgeable in the matters under review and to the books and records of AmDoc to the extent related to the determination of the ARC Claim. Unless the AmDoc Stockholders' Representatives notify ARC within such twenty (20) business day period...
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Related to Adjustment for Losses Attributable to Breaches of AmDoc Representations and Warranties

  • Notification of Breaches of Representations and Warranties Upon discovery by the Custodian of a breach of any representation or warranty made by the Seller or the Master Servicer as set forth in the Pooling and Servicing Agreement, the Custodian shall give prompt written notice to the Seller, the Master Servicer and the Trustee.

  • Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Event of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Lender.

  • Breaches of Representations and Warranties The Company agrees to indemnify the Purchaser and hold it harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related any assertion based on, grounded upon resulting from a Breach of any of the Company's representations and warranties contained herein. The Company shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser and with counsel reasonably satisfactory to the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim but failure to so notify the Purchaser shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9.01(a), the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01(a) shall survive termination of this Agreement. It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 9.01(a) to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser respecting a Breach of the representations and warranties set forth in Section 3.01 and 3.02.

  • Notice of Breaches of Representations and Warranties under this Agreement The Borrower shall, upon receipt of notice or discovery thereof, promptly notify the Administrative Agent if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent and the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

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