Change of Facts Sample Clauses

Change of Facts. 7.1. Each of the parties hereto acknowledges that to the best of his, her or its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Change of Facts. Seller shall immediately notify Buyer, in writing, of any event or condition known to Seller which occurs prior to the Closing, which causes a material adverse change in the facts relating to, or the truth of, any of the representations or warranties.
Sample 1Sample 2See All (5)
Change of Facts. Each of the Parties hereto acknowledges that to the best of its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each Party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement. 1017975 Alberta Ltd. Date: August 8, 2005 By: /s/Christie M. Woodrufx President GeNOsys, Inc. Date: August 8, 2005 By: /s/John W. R. Miller President SCHEDULE "A" 1. Canadian Patent Application, Serial No. 2,413,834, Filed December 10, 2002 NITRIC OXIDE GAS GENERATOR 2. Canada Design Registration Patent No. 104685, Issued November 23, 2004 MEDICAL GAS GENERATOR EXHIBIT B Shareholder Consent to Proposed Merger IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SHAREHOLDER WRITTEN CONSENT TO PROPOSED MERGER and INVESTMENT REPRESENTATIONS LETTER Autoline Group, Inc. 5442 South 900 East #000 Xxxx Xxxx Xxxx, XX 00000 Xxxxxxxxx: Xxmes P. Doolin, Prxxxxxxx Burke Staker, Secrexxxx XxXXxxs, Inc. 5063 N. Riverpark Wxx Xxxxx, Xxxx 00000 Xxxxxxxxx: Xxhn W. R. Miller, Xxxxxxxxx Christie M. Woodrufx, Xxxxxxxxx Xxxxxx and Gentlemen: This Written Consent and Investment Representations Letter (the "Consent") is being executed and delivered in connection with the proposed merger of GeNOsys Acquisition Corp. a Nevada corporation and wholly-owned subsidiary of Autoline Group, Inc. (respectively, "Merger Subsidiary" and "Autoline"), into GeNOsys, Inc., a Nevada corporation ("GeNOsys") by the shareholders of GeNOsys (the "Shareholders"). 1. The undersigned (the "Shareholder"), pursuant to authority to act without a meeting in accordance with the Nevada Revised Statutes (the "NRS") consents to the taking of the actions and adopts the resolutions set out below:
Sample 1
Change of Facts. Each of the parties hereto acknowledges that to the best of his or its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement. FIRST DELTAVISION, INC. Date: 11/11/02 By:/s/ David C. Merrell -------- ------------------------ David C. Merrell, Presxxxxx Xxxx: 00/11/02 David C. Merrell -------- ------------------------ David C. Merrell, Indixxxxxxxx KYOMEDIX CORPORATION Date: 11/07/02 By /s/ Peter Doederlein -------- ------------------------ Its____________________________ ATLANTIC CAPITAL PARTNERS, INC. Date: 11/11/02 By /s/ Anthony Smith -------- ------------------------ Its____________________________ HEALTH SCIENCES INTERNATIONAL, INC. Date: 11/07/02 By /s/ Peter Doederlein -------- ------------------------ Its____________________________ FRANKOPAN & CO., INC. Date: 11/07/02 By /s/ Michael Ivezic -------- ------------------------ Michael Ivezic Date: 00/00/00 Michael Ivezic -------- ------------------------ Michael Ivezic, Indivixxxxxx Xxxx: 11/07/02 /s/ Michael Ivezic for Maryanne Beljo -------- ------------------------ Maryanne Beljo Date: 00/00/02 /s/ Michael Ivezic for David Coatsworth -------- ------------------------ David Coatsworth EXHXXXX X Xxxxx X. Reed, # 2709 XXXX & XXXXXXARD, LC 70 Xxst 000 Xxxxx, Xxixx 000 Xxxx Xxxx Xxxx, Xxxx 00000 Xxxxxxxxx: (000) 000-3510 Fax: (000) 000-0000 Attornexx xxx Xxxxxxxffs IN THE THIRD JUDICIAL DISTRICT COURT OF SALT LAKE COUNTY STATE OF UTAH DAVID T. MERRELL, an ixxxxxxxxx, xxx XIRST DELTAVISION, INC., a Nevada corporation, Plaintiffs, vs. KYOMEDIX CORPORATION, formerly a Delaware corporation, n/k/a FIRST DELTAVISION, INC., a Nevada corporation; ATLANTIC CAPITAL PARTNERS, a Nevada limited partnership; HEALTH SCIENCES INTERNATIONAL, INC., an Ontario, Canada corporation; and MICHAEL IVEZIC, an indxxxxxxx; Xxxxndants. Civil No. _________________ Judge ____________________ Plaintiffs David T. Merrell ("Merxxxx") xxx Xxxxx DeltaVision, Inc. ("DeltaVision-Nevada") allege: GENERAL ALLEGATIONS ------------------- 1. Merrell is a resident of Salt Lake County, State of Utah, and was, at all times pertinent to this action, t...
Sample 1
Change of Facts. It is understood by the Claimant and the Opponent that the facts in respect of which this Agreement is made may later prove to be different from the facts now known or believed by either to be true, as set out in this Agreement. Each of the parties expressly accepts and assumes the risk of the facts proving to be so different, and each of the parties agrees that all the terms of this Agreement shall be in all respects effective and not subject to termination or rescission by any such difference in facts.
Sample 1

Related to Change of Facts

  • Change of Name The Company may by resolution of the directors authorize an alteration to its Notice of Articles in order to change its name or adopt or change any translation of that name.

  • CHANGE OF T-PIN The Account Holder may change his T-PIN from time to time in accordance with the Bank’s prescribed procedure then prevailing. The Bank shall be entitled, in its reasonable discretion but without liability and without giving any reason, to reject any selection made by the Account Holder as his substituted T-PIN; if the Bank so approves, such substituted T-PIN, shall take effect from the time of receipt by the Bank of such instructions from the Account Holder. The Account Holder shall take all steps not to select such numbers as a substitute T-PIN which may easily be ascertained or otherwise facilitate fraud or forgery.

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • Change of agreement (a) We may at any time vary, modify, add to or delete the terms and conditions of this agreement and the Privacy Circular and we will notify you of any such changes in such manner as we may, in our reasonable discretion, deem fit. (b) If you do not accept such changes, you may terminate your card account in accordance with clause 10 within 10 days after we have given such notice of change. (c) If you retain or use the card or the PIN or otherwise operate the card account after we have given such notice of change, you will be deemed to have accepted such changes without reservation.

  • Change of Schedule (a) (applicable to full-time employees only) Where an employee's schedule is changed by the Hospital with less than twenty-four (24) hours notice, she shall receive time and one-half (1½) of her regular straight time hourly rate for all hours worked on her next shift. (b) (applicable to regular part-time employees only) Where a regular part-time employee's scheduled shift is cancelled by the Hospital with less than twelve (12) hours notice, she shall receive time and one-half (1½) of her regular straight time hourly rate for all hours worked on her next shift. (The following clause related to No Pyramiding will be incorporated into all collective agreements:)

  • Change of Name, Etc Immediately after the Closing, Purchaser will (a) change the name and logo on all documents, Branches and other facilities relating to the Assets and the Assumed Liabilities to Purchaser’s name and logo, (b) notify all persons whose Loans, Deposits or Safe Deposit Agreements are transferred under this Agreement of the consummation of the transactions contemplated by this Agreement, and (c) provide all appropriate notices to the OCC and any other Regulatory Authorities required as a result of the consummation of such transactions. Seller shall cooperate with any commercially reasonable request of Purchaser directed to accomplish the removal of Seller’s signage (or the removal of signage of an Affiliate of Seller, if applicable) by Purchaser and the installation of Purchaser’s signage by Purchaser; provided, however, that (i) all such removals and all such installations shall be at the expense of Purchaser, (ii) such removals and installations shall be performed in an environmentally friendly manner (including the recycling of such materials) and in such a manner that does not unreasonably interfere with the normal business activities and operations of the Branches and Purchaser shall repair any damage to the area altered to its pre-existing condition, (iii) such installed signage shall comply with the applicable Branch Lease and all applicable zoning and permitting laws and regulations, (iv) such installed signage shall have, if necessary, received the prior approval of the owner or landlord of the facility, and such installed signage shall be covered in such a way as to make Purchaser signage unreadable at all times prior to the Closing, but such cover shall display the name and/or logo of Seller (or of its Affiliates) in a manner reasonably acceptable to Seller and (v) if this Agreement is terminated prior to the Closing, Purchaser shall immediately and at its sole expense restore such signage and any other area altered in connection therewith to its pre-existing condition. During the fourteen (14) calendar day period following the Closing, Purchaser shall afford to Seller and its authorized agents and representatives reasonable access during normal business hours to the Branches to allow Seller the opportunity to confirm Purchaser’s compliance with the terms of this Section 7.9.

  • Change of Status Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.

  • Change of Scope (i) The Authority may, notwithstanding anything to the contrary contained in this Agreement, require the Contractor to make modifications/ alterations to the Works (“Change of Scope”) within a period of six months counted from the Appointed Date. Upon the Authority making its intention known to the Contractor for the specific Change of Scope, be it positive or negative, the Contractor shall submit his proposal for the said Change of Scope involving additional cost or reduction in cost. Any such Change of Scope shall be made and valued in accordance with the provisions of this Article 13. (ii) Provided that any such Change of Scope, excluding major structures (e.g. Major Bridge/ ROB/ RUB/ Flyover/ elevated road of more than 50 m length) may be required and agreed to be executed between the parties beyond the period of six months of the Appointed Date but before expiry of 50% of the original Scheduled Construction Period of the Project Highway, subject to the condition that it shall not entail any claims (e.g. Extension of Time/ Prolongation related claims), against the Authority. (iii) The Change of Scope shall mean the following: (a) change in specifications of any item of Works; (b) omission of any work from the Scope of the Project except under Clause 8.3 (iii); provided that, subject to Clause 13.5, the Authority shall not omit any Work under this Clause in order to get it executed by any other authority; and / or (c) any additional Work, Plant, Materials or services which are not included in the Scope of the Project, including any associated Tests on completion of construction.

  • Change of Addresses Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

  • Change of Shift (a) Where the regular day, afternoon or night shift of an employee is to be changed, the employee shall be given forty-eight (48) hours’ notice of such change. 11.01 (b) If the employee is given less than forty-eight (48) hours’ notice of such shift change, he shall be paid at the rate of time and one-half (1 ½) for the first changed shift worked.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!