Common use of BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS Clause in Contracts

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if; 17.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Myoffiz Inc), Asset Purchase Agreement (Myoffiz Inc), Asset Purchase Agreement (Myoffiz Inc)

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BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if;: 17.2.1 15.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen thirty (1530) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing dateClosing Date, whichever first occurs. 17.2.2 15.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 10 or 1211, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing dateClosing Date.

Appears in 1 contract

Samples: Agreement for Sale and Purchase of Business Assets (Ivi Communications Inc)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if; 17.2.1 16.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen five (155) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 16.2.2 All of the conditions precedent of the terminating party's ’s obligations under this Agreement as set forth in either Section 11 9 or 1210, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pure Earth, Inc.)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if; 17.2.1 18.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 18.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if;. 17.2.1 18.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 18.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12, as the case may be, have not occurred and have not been waived by the terminating party part-y on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovest Global, Inc.)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if;: 17.2.1 The terminating party shall have discovered a material error, misstatement, or omission omissions in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media & Entertainment Com Inc)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to SellerSeller and Broker, and Seller may elect by notice to BuyerBuyer and Broker, to terminate this Agreement if;: 17.2.1 15.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) three days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 15.2.2 All of the conditions precedent of the terminating party's ’s obligations under this Agreement as set forth in either Section 11 7 or 128, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date. 15.2.3 The obligations of a party under either Section 13.2 or 13.3 are not completed as of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Golden West Brewing Company, Inc.)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement at any time prior to Closing if;: 17.2.1 16.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen thirty (1530) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing dateClosing Date, whichever first occurs.; or 17.2.2 16.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 Sections 10 or 1211, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing dateClosing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pacific Rehabilitation & Sports Medicine Inc)

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BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if; 17.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 10 or 1211, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase and Liability Assumption Agreement (Identica Holdings Corp)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if;. 17.2.1 18.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 18.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovest Global, Inc.)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if;, 17.2.1 15.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15I 5) days after written notice to such other party specifying in detail such asserted error, misstatement, or omissionommission, or by the closing date, whichever first occurs. 17.2.2 15.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peak Entertainment Holdings Inc)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if; 17.2.1 16.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 16.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 or 12Sections 9 and 10 hereof, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eroomsystem Technologies Inc)

BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS. Buyer may elect by notice to Seller, and Seller may elect by notice to Buyer, to terminate this Agreement if; 17.2.1 The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs. 17.2.2 All of the conditions precedent of the terminating party's obligations under this Agreement as set forth in either Section 11 10 or 1211, as the case may be, have not occurred and have not been waived by the terminating party on or prior to the closing date.not

Appears in 1 contract

Samples: Asset Purchase Agreement (Identica Holdings Corp)

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