Breach of Covenant, Representation or Warranty Sample Clauses

Breach of Covenant, Representation or Warranty. (A) Either (x) a default in the observance or performance of any covenant or agreement of the Borrower made in this Agreement (other than a covenant or agreement, a default in the observance or performance of which is specifically covered elsewhere in this Section 6.1) or (y) any representation or warranty of the Borrower made in this Agreement or in any certificate or other document delivered in connection with this Agreement proves to have been incorrect in any material respect as of the time made and, in each case, and (B)(x) the Lender is materially and adversely affected by such default or the incorrectness of such representation or warranty, as the case may be, and (y) such default or incorrectness is not cured on or before the sixtieth (60th) day after the Borrower received a notice from the Lender that states that it is a “Notice of Default” and specifies the default.
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Breach of Covenant, Representation or Warranty. The failure of Borrower to perform or observe any covenant, condition or agreement contained in this Agreement (other than the payment obligations, the breach of which shall be governed by subsection (a) above) where such failure is not cured within five (5) business days, or any representation or warranty made or deemed made by any of them under or in connection with this Agreement, shall prove to have been false or misleading in any material respect when made.
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Breach of Covenant, Representation or Warranty. The failure of Borrower to perform or observe any covenant, condition or agreement contained in this Agreement or the Security Agreement (other than the payment obligations, the breach of which shall be governed by subsection (a) above) where such failure is not cured within five (5) Business Days, or any representation or warranty made or deemed made by any of them under or in connection with this Agreement or the Security Agreement, shall prove to have been false or misleading in any material respect when made.
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Breach of Covenant, Representation or Warranty. Borrower’s failure to perform or observe, in a due and timely manner, any of the other material terms, provisions, covenants, conditions, agreements or obligations contained herein or in any other agreement, contract, indenture, document or instrument executed, or to be executed, by Borrower in connection with this Agreement or pursuant hereto (i.e., other than those subject to the immediately preceding subparagraph 11.1.2);
Sample 1
Breach of Covenant, Representation or Warranty. (i) The failure of Borrower to perform or observe any covenant, condition or agreement contained in this Agreement (other than the payment obligations, the breach of which shall be governed by subsection (a) above) where such failure is not cured within fifteen (15) Business Days after receipt of written notice thereof from Agent (except that no notice shall be required in the case of Borrower's obligations pursuant to Section 4(e)), or any representation or warranty made or deemed made by Borrower under or in connection with this Agreement shall prove to have been false or misleading in any material respect when made; or (ii) the failure of Guarantor to perform or observe any covenant, condition or agreement contained in the Guaranty or the applicable Subsidiary under the Security Agreements, where such failure is not cured within fifteen (15) Business Days after receipt of written notice thereof from Agent, or any representation or warranty made or deemed made by Guarantor under or in connection with the Guaranty or the applicable Subsidiary under the Security Agreements, shall prove to have been false or misleading in any material respect when made.
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Related to Breach of Covenant, Representation or Warranty

  • 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.

  • 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.

  • 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 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.

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • 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 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.

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • 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.

  • REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

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