Awareness of breach Sample Clauses

Awareness of breach. If the Seller becomes aware after the date of this Agreement of anything which constitutes or could (whether alone or with anything else) constitute a Purchaser Breach or other breach of this Agreement, including a Claim which, if satisfied, would result in a Purchaser Breach or in any other breach of this Agreement, the Seller must do each of the following: (1) promptly notify the Purchaser, giving the Purchaser full details, including details of the facts, matters and circumstances giving rise to the breach, the nature of the breach, the Seller's estimate of the Loss suffered and any additional information reasonably requested by the Purchaser; (2) until it notifies the Purchaser in accordance with this clause 13.3(1), take reasonable steps to mitigate any Loss which may give rise to a Claim against the Purchaser for Purchaser Breach or any other breach of this Agreement; (3) not make any admission of liability or reach any agreement or compromise with any person in relation to any Claim or other matter without first consulting with and obtaining the approval of the Purchaser; (4) give the Purchaser and its professional advisors reasonable access to: (a) the Personnel and premises of the Seller Group; and (b) relevant chattels and documents (including books and records) within the custody, power, possession or control of the Seller Group, (5) to enable the Purchaser and its professional advisers to examine the Personnel, premises, chattels and documents and to take copies or photographs at the Purchaser's expense; (6) at the Purchaser's expense (including the Seller's legal costs), take all action in good faith and with due diligence that the Purchaser (acting reasonably and in consultation with the Seller) directs to avoid, remedy or mitigate the breach or any loss arising in connection with the breach, including legal proceedings in the name of the relevant member of the Seller Group, and dispute, defend, appeal or compromise any Claim or other matter and any adjudication of it; and (7) not do anything which compromises or prejudices the rights of the Purchaser under this clause 13.3. The Purchaser is not liable to the Seller for a Purchaser Breach or any other breach of this Agreement to the extent that the Seller does not materially comply with its obligations under this clause 13.3.
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Awareness of breach. 24 7.00 THIRD PARTY RIGHTS AND CONSENTS....................................................................25 7.01 Consents Under Sales Agreements....................................................................25 7.02 Operatorship And Third Parties.....................................................................25 8.00 PURCHASER'S REVIEW.................................................................................25
Sample 1
Awareness of breach. The Purchaser hereby acknowledges and agrees that, as at the date hereof, it is not aware of any matter the occurrence or existence of which would result in a representation or warranty of the Vendor under this Agreement being untrue.
Sample 1

Related to Awareness of breach

  • Event of Breach 7.1 The following circumstances shall be deemed Event of Default: 7.1.1 Pledgor’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.1.2 Party C’s any breach to any obligations under the Transaction Documents and/or this Agreement. 7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor and Party C shall immediately notify Pledgee in writing accordingly. 7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee and /or Party C delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately exercise the Pledge in accordance with the provisions of Section 8 of this Agreement.

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Investigation of Breach If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 3.4, (ii) receives notice from the Depositor, the Trust, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.4, (iii) receives a written request to repurchase a Receivable due to an alleged breach of a representation and warranty in Section 3.4 from the Owner Trustee, the Indenture Trustee, any Verified Note Owner or any Noteholder (which repurchase request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 3.4; provided, that with respect to a repurchase request from a Noteholder or a Verified Note Owner, such repurchase request shall initially be provided to the Indenture Trustee) for a Receivable (each, a “Repurchase Request”) or (iv) receives a final report from the Asset Representations Reviewer that indicates that the Asset Representations Reviewer has determined that a test procedure under the Asset Representations Review Agreement has not been satisfied with respect to a representation or warranty set forth in Section 3.4 for a Receivable, then, in each case, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in any Receivable. None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Receivable is required to be repurchased under this Section 3.5.

  • Actions in Event of Breach Upon Contractor’s material breach, the Department may:  terminate this contract under Section 17.1 and pursue any of its remedies under this contract, at law, or in equity; or  treat this contract as materially breached and pursue any of its remedies under this contract, at law, or in equity. Upon the Department’s material breach, Contractor may:  terminate this contract under Section 17.2 and pursue any of its remedies under this contract, at law, or in equity; or  treat this contract as materially breached and, except as the remedy is limited in this contract, pursue any of its remedies under this contract, at law, or in equity.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Waiver of Breach The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach thereof.

  • No Waiver of Breach The failure to enforce any provision of this Contract shall not be construed as a waiver of any such provision, nor prevent a Party thereafter from enforcing the provision or any other provision of this Contract. The rights granted the Parties are cumulative, and the election of one shall not constitute a waiver of such Party’s right to assert all other legal and equitable remedies available under the circumstances.

  • Absence of Breaches or Defaults Lessee is not in default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound, which has had, or could reasonably be expected to result in, a Material Adverse Effect. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any document, instrument or agreement to which Lessee is a party or by which Lessee, the Properties or any of Lessee’s property is subject or bound.

  • No Implied Waiver of Breach The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

  • Notification of Breach During the term of this Agreement:

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