Adjustments for Business Misrepresentations Sample Clauses

Adjustments for Business Misrepresentations. (a) If anything shall come to the attention of a Contributor that causes such Contributor to believe that facts or circumstances existed at the Closing Date that caused one or more of the representations and warranties of another Contributor in Articles 2, 3 or 4 hereof not to be true and correct on the Closing Date, and that such facts and circumstances, considered in the aggregate, are reasonably likely to result in costs, expenses or liabilities to the Company, BI, DB, and Rousse, taken as a whole, that exceed, by at least $1,000,000, the costs, expenses and liabilities disclosed by such other Contributor herein with respect to a Contributed Company (subject to Section 10.03(c) in the case of BI as a Contributed Company), then the Contributor having such belief shall give notice thereof to the other Contributors. Such notice must be given before July 31, 2001, and is referred to as an "Adjustment Notice." (b) To the extent that it is established, by unanimous agreement of the parties, or by mediation or arbitration pursuant to Section 11.02, that, as asserted in an Adjustment Notice, a Contributed Company has undisclosed costs, expenses and liabilities in excess of $1,000,000 ($1,000,000 plus the amount of such excess being referred to as the "Loss," for that Contributed Company, except (i) that in no event shall the aggregate Loss with respect to a Contributed Company exceed $5,000,000, and (ii) as provided in Section 10.03(c) with respect to BI), and such Loss has not been cured or alleviated by the Contributor making the misrepresentation to the reasonable satisfaction of the other Contributors, then the number of Common Shares to be issued or that have been issued to the Contributor or Contributors making the misrepresentation shall be reduced by a number of Common Shares (the "Adjustment Shares") determined by dividing the Loss by US $50 million and multiplying the result by 5,000,000 (with the number 5,000,000 in the foregoing being adjusted proportionally upon any stock split, stock dividend, or reverse stock split of the Company's Common Shares). (c) With respect to BI as a Contributed Company, the following shall apply:
Sample 1
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Related to Adjustments for Business Misrepresentations

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • SUPPLIER’S WARRANTIES (a) The Supplier warrants that: (i) the Goods supplied and/or Services performed will match the description (if any) referred to in the Order; (ii) the Goods supplied and/or Services performed will be of the highest standard and in accordance with Perseus’s specifications (where those specifications are made known to the Supplier) or in the absence of such specifications, in accordance with any applicable standards or regulations; (iii) if the Supplier gave Xxxxxxx a sample of the Goods or a demonstration of the Services, the Goods and/or Services will be of the same nature and quality as the sample or demonstration given; (iv) the Goods supplied and/or Services performed will be fit for the purpose for which Goods of the same kind are commonly supplied or bought; and/or for the purpose for which Services of the same kind are commonly performed; and/or any other purpose Perseus specifies; (v) it will obtain at its cost all usual trade warranties and any warranties specifically requested by Xxxxxxx in respect of the Goods and/or Services and will assign the benefit of any such warranties to Perseus including any warranties obtained from the Supplier’s subcontractors and/or suppliers; (vi) any Goods supplied will be of merchantable quality and free from any security interest or other encumbrance; (vii) in relation to the provision of any Services: (A) the Supplier and its Associates will exercise the standards of diligence, skill and care normally exercised by a similarly qualified and competent person in the performance of comparable work; (B) any equipment used on the Site by the Supplier will be in safe working condition, comply with all legislation which is applicable to such equipment and be operated and maintained by suitably qualified and competent personnel, to the satisfaction of Xxxxxxx; (C) if the Services are Defective or otherwise do not comply with this clause 3, the Supplier must, if requested by Xxxxxxx, re-perform the Services at the Supplier’s cost and Perseus may terminate the Agreement at no cost to Perseus; and (D) any Services provided must be undertaken by persons who are appropriately licensed, qualified and/or trained to provide those Services; and (viii) it will comply with the requirements under any applicable law in respect of the manufacturing, handling, storage and transport of the Goods and/or the performance of the Services including having obtained and maintained all required licences, permits or approvals and complying with the conditions thereof.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • No Misrepresentations The reports and other submittals by Seller to Buyer under this Agreement are not false or misleading in any material respect.

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that: (a) it is a duly organized and validly existing corporation and has full authority to enter into this Agreement and to carry out the provisions hereof, (b) the execution, delivery and performance of this Agreement by LICENSEE does not conflict with any agreement or understanding to which LICENSEE may be bound, and (c) excluding the Intellectual Property Rights, LICENSEE is either (i) the sole owner of all right, title and interest in and to the trademarks, copyrights and all other Proprietary Rights incorporated into the Game or the Artwork or used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials, or (ii) the holder of such rights, including trademarks, copyrights and all other Proprietary Rights which belong to any third party but have been licensed from such third party by LICENSEE, as are necessary for incorporation into the Game or the Artwork or as are used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials under this Agreement.

  • LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS If We do not

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