Breach of a Representation Warranty or Covenant Sample Clauses

Breach of a Representation Warranty or Covenant. Any Event of Loss or Loss arising from any breach of a representation, warranty or covenant of Company set forth in this Agreement.
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Breach of a Representation Warranty or Covenant. Any representation or warranty made by CVT under this Agreement and any other Transaction Document proves to have been untrue or incorrect in any respect when made (without giving effect to materiality qualifiers), except to the extent such untruth or inaccuracy, considered collectively with all other such untruths or inaccuracies, would not reasonably be expected to result in a Material Adverse Effect; or CVT Breaches in any material respect any agreement, covenant or obligation that is unqualified as to its performance or satisfaction by materiality or Material Adverse Effect qualifiers, or CVT otherwise Breaches any agreement, covenant or obligation that is qualified as to its performance or satisfaction by materiality or Material Adverse Effect qualifiers, in each case (i) in this Agreement (other than with respect to the matters for which CVT makes direct indemnity payments to TPG-Axon pursuant to Section 3.5(b), 3.5(c) or Section 3.5(d)(iii)) or the Intellectual Property Security Agreement and does not cure such Breach within [****] after written notice of such Breach from TPG-Axon, or (ii) in the Deposit Agreement and does not cure such Breach within [****] after written notice of such Breach from TPG-Axon;
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Breach of a Representation Warranty or Covenant. Any representation or warranty made by TPG-Axon under this Agreement and any other Transaction Document proves to have been untrue or incorrect in any respect when made (without giving effect to materiality qualifiers), except to the extent such untruth or inaccuracy, considered collectively with all other such untruths or inaccuracies, would not reasonably be expected to result in a material adverse effect on CVT; or TPG-Axon Breaches in any material respect any agreement, covenant, or obligation that is unqualified as to its performance or satisfaction by materiality or Material Adverse Effect qualifiers, or TPG-Axon otherwise Breaches any agreement, covenant or obligation that is qualified as to its performance or satisfaction by materiality or Material Adverse Effect qualifiers, in each case (i) in this Agreement or the Intellectual Property Security Agreement and does not cure such Breach within [****] after written notice of such Breach from CVT or (ii) (A) in the Deposit Agreement and does not cure such Breach within [****] after written notice of such Breach from CVT, or (B) TPG-Axon provides any Account Instructions or Final Instructions to JPMorgan other than in accordance with Section 3.1 and does not cure such Breach within [****] after written notice of such Breach from CVT, or (C) except as provided in Section 11(a) of the Deposit Agreement, [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. TPG-Axon provides a notice of termination of the Deposit Agreement or otherwise terminates the Deposit Agreement without CVT’s prior written agreement to or approval of such notice or such termination.
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Related to Breach of a Representation Warranty or Covenant

  • Breach of Representation, Warranty or Covenant Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of a breach of any representation or warranty of the Depositor set forth in Section 2.03 that materially and adversely affects the interests of the Certificateholders of a given Series, the Depositor shall cure such breach in all material respects.

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Breach of Representations, Etc Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • Breach of Covenant The Borrower breaches any material covenant or other term or condition of the Subscription Agreement or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

  • Breach of Specific Covenants Borrower shall fail or neglect to perform, keep or observe any covenant contained in Sections 5.2, 5.3, 6.1.1, 6.1.2, 6.2.5, 6.2.6, 8.1, 8.2 or 8.3 hereof on the date that Borrower is required to perform, keep or observe such covenant.

  • 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.

  • Breach of Covenants If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

  • No Misrepresentation or Breach of Covenants and Warranties The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

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