Breach Prior to Closing Sample Clauses

Breach Prior to Closing. Any breach of a representation or warranty that occurs prior to Closing shall be governed exclusively by Section 7.2.3.
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Breach Prior to Closing. (a) If MIOA becomes aware of breach(es) by CCI of any of its representations or warranties contained in this Agreement after the Schedule Delivery Date but prior to the termination date for the survival of the representations or warranties (the "Settlement Cut-Off Date") as a result of its due diligence investigation of CCI and its Subsidiaries or otherwise, it shall give written notice to CCI and the CCI Stockholders of the nature and the amount of damages suffered as a result of such breach(es). If in the exercise of its good faith business judgment MIOA alleges that such damages exceed $250,000 in the aggregate, MIOA and CCI and its shareholders shall in good faith negotiate a mutually acceptable dollar value settlement ( the "CCI Breach Settlement") of the damages caused by such breach(es). If MIOA and the CCI Stockholders agree on the CCI Breach Settlement prior to delivery of the Acquisition Shares, they shall jointly instruct the Exchange Agent to decrease the number of Acquisition Shares issuable to all holders of CCI Capital Stock immediately prior to the Closing (collectively, the "CCI Acquisition Stockholders") by an amount equal to the CCI Breach Settlement divided by the Fair Market Value (i.e., $1.50). Such decrease in the number of Acquisition Shares to be issued to the CCI Acquisition Stockholders shall be allocated among the CCI Acquisition Stockholders pro rata based upon the ownership of the CCI Capital Stock immediately prior to the Acquisition. If MIOA and the CCI Stockholders agree on the CCI Breach Settlement subsequent to delivery of the Acquisition Shares, they shall jointly instruct the CCI Acquisition Stockholders to return to MIOA the number of Acquisition Shares issued to all such holders by an amount equal to the CCI Breach Settlement divided by the Fair Market Value. Such decrease in the number of Acquisition Shares to be returned by the CCI Acquisition Stockholders shall be allocated among the CCI Acquisition Stockholders pro rata based upon the ownership of the CCI Capital Stock immediately prior to the Acquisition, unless otherwise agreed by the CCI Acquisition Stockholders. In the event that MIOA and the CCI Stockholders, in the exercise of good faith efforts, cannot reach agreement on the CCI Breach Settlement or the CCI Acquisition Stockholders fail to return the appropriate number of Acquisition Shares, MIOA shall have the right to exercise each and every remedy for which it may otherwise be entitled under the law and/...
Sample 1
Breach Prior to Closing. If after the expiration of the Due Diligence Period but prior to the Closing, either Buyer or Seller obtains actual knowledge that any of the representations or warranties made herein are untrue, inaccurate of incorrect in any material respect, such Party shall give the other Party written notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In the event of any breach of Seller's Representations, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable extension of the scheduled Closing Date (not to exceed thirty (30) days) for the purposes of such cure. The untruth, inaccuracy or incorrectness of Seller's Representations shall be deemed material for all purposes of this Agreement only if Buyer's aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller's Representations are reasonably estimated to exceed $100,000. If any of Seller's Representations are untrue, inaccurate or incorrect but are not, in the aggregate, untrue, inaccurate, or incorrect in any material respect ./-/5-2-19// 13 3285553_2 as set forth herein, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the transaction contemplated by this Agreement without any reduction of or credit against the Purchase Price.
Sample 1
Breach Prior to Closing. Closing is subject to the delivery of the Assets as defined in this Agreement. Assets must be delivered in the condition represented in Paragraph 1 hereto. Closing is further subject to the affirmative completion of any and all conditions, representations and warranties of the Seller as set forth in Paragraphs 7, 9, 11 and 13. These are conditions precedent to Closing. Breach of any condition, covenant and/or warranty set forth in these paragraphs shall constitute a material breach of the Agreement and Purchaser shall have the sole and exclusive right to terminate this Agreement without further obligation to the Seller, except for the Notice to Seller of the breach and exercise by Purchaser to terminate this Agreement.
Sample 1

Related to Breach Prior to Closing

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Covenants of Seller Prior to Closing Between the date of this Agreement and the Closing:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

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