Breaches of Representations Sample Clauses

Breaches of Representations. While this Plan of Merger is in effect, if either Old Kent or First Evergreen becomes aware of any facts or of the occurrence or impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in Article III or IV, respectively, subject to the exceptions contained in the First Evergreen Disclosure Statement or the Old Kent Disclosure Statement, respectively, to become untrue or incomplete, or (b) would have caused one or more of such representations and warranties to be untrue or incomplete had such facts been known or had such event occurred prior to the execution of this Plan of Merger, then such party (the "BREACHING PARTY") shall immediately give detailed written notice of its breach or potential breach, including a detailed description of the underlying facts or events, to the other party; and unless waived by the other party in writing, the Breaching Party shall use all reasonable efforts to take remedial or preventative action in order that such representations and warranties will be true and complete at the Closing. No remedial action taken by a Breaching Party shall be deemed to cure a breach of any representation or warranty given by the Breaching Party in this Plan of Merger, unless such cure is to the reasonable satisfaction of the non-Breaching Party.
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Breaches of Representations. 31 5.4 Conduct of Business Pending the Effective Time--Old Kent . . .
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Breaches of Representations. Any material representation, warranty or certification made by the Company herein or in the Purchase Agreement or in any certificate, report, document, agreement or instrument delivered pursuant to any provision hereof or thereof shall prove to have been false or materially incorrect on the date or dates as of which made; or
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Breaches of Representations. Each party recognizes that one party's --------------------------- breach of any of the representations and warranties contained in this Settlement Agreement will cause damage to the other party, and thus agrees to compensate, indemnify and hold harmless the other party for any breach of any representation or warranty.
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Breaches of Representations. A representation or warranty made or deemed to have been made hereunder by Omega or Telerate (as the case may be) proves to have been false or misleading in any material respect when made and the effects of the materially false or misleading representations and warranties are material and adverse to the other party and such effects cannot be cured or eliminated within a reasonable period of time after notice thereof.
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Breaches of Representations. If one Party believes the other Party has breached a representation set forth in this Agreement, the Party alleging the breach, shall give the other Party notice of the breach on or before five days prior to Closing, together with a detailed description of the breach and supporting documentation. The Parties’ remedies for breaches of representation are set forth in Section 4.6 for that Section and generally in Sections 6.2 and 6.3 and ARTICLE 7.
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Breaches of Representations 
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Related to Breaches of Representations

  • Notification of Breaches of Representations and Warranties Upon discovery by the Custodian of a breach of any representation or warranty made by the Seller or the Master Servicer as set forth in the Pooling and Servicing Agreement, the Custodian shall give prompt written notice to the Seller, the Master Servicer and the Trustee.

  • Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

  • Exclusivity of Representations Except for the representations and warranties contained in this Agreement and the other Transaction Documents (as limited by Section 10.11), none of the Companies or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to the Companies, the Transaction, the Shares or any of the Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and HoldCo disclaims any other representations or warranties, whether made by the Companies or any of their respective Affiliates or Representatives (collectively, “HoldCo Related Persons”), and no HoldCo Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement or the other Transaction Documents and subject to the limited remedies herein or therein provided. Except for (a) the representations and warranties expressly set forth in this Article 2 and the other Transaction Documents (as limited by Section 10.11), and (b) claims arising from actual fraud, HoldCo (directly and on behalf of all HoldCo Related Persons) hereby disclaims all liability and responsibility for any express or implied representation, warranty, projection or forecast of any kind (including, without limitation, forecasts, projections or budgets for financial performance such as revenues, expenses or EBITDA) or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transaction, in management presentations, in memoranda, in marketing materials, in functional “breakout” discussions, in responses to questions or requests submitted by or on behalf of the Buyer Parties or in any other form in consideration or investigation of the Transaction) to the Buyer Parties or their respective Affiliates or Representatives (including any opinion, information, forecast, projection, budget, financial review or advice that may have been or may be provided to the Buyer Parties or their respective Affiliates or Representatives by the Companies or any HoldCo Related Person).

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Rights of Representation A grievant may be represented at all stages of the grievance by an Association representative(s).

  • Expiration of Representations and Warranties All representations and warranties made pursuant to this Merger Agreement shall expire with, and be terminated and extinguished by, the mergers at the Closing Date.

  • Confirmation of Representations Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Holdings as of the date of the Securitization.

  • Survival of Representations All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

  • 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 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