Change of Representation or Warranty Sample Clauses

Change of Representation or Warranty. If between the Effective Date and the Close of Escrow, Seller or Buyer becomes aware of facts or circumstances which would make any of Buyer’s representations or warranties hereunder materially incorrect, whether as of the Effective Date or any time thereafter to the Close of Escrow, and such facts or circumstances were not caused by any action or inaction by Seller, such fact or circumstance shall not be construed as a breach by Buyer of such applicable representation or warranty but Seller shall have the right either to: (i) terminate this Agreement if such fact or circumstance would have a material and adverse impact on Seller or on the Property if Close of Escrow does not occur, or (ii) waive such condition and proceed to Close of Escrow in accordance with this Agreement in which case the representations and warranties of Buyer hereunder shall be deemed modified and remade to incorporate such fact or circumstance as an exception thereto. Any election to terminate this Agreement by Seller due to a change of Buyer’s representation or warranty shall not become effective until fifteen (15) days after Seller delivers its termination notice to Seller, or until the Closing Date, whichever is sooner, and only then if Buyer fails to remedy or correct such fact or circumstance that has caused the representation or warranty to no longer be true.
Sample 1
Change of Representation or Warranty. If between the Effective Date and the Close of Escrow, Seller or Buyer becomes aware of facts or circumstances which would make any of Buyer's representations or warranties hereunder materially incorrect, whether as of the Effective Date or any time thereafter to the Close of Escrow, such fact or circumstance shall not be construed as a breach by Buyer of such applicable representation or warranty but Seller shall have the right to either: (i) terminate this Agreement if such fact or circumstance would have a material and adverse impact on the sale of the Property or Buyer’s ability to perform under this Agreement, such termination being treated as a failure of a condition precedent under Section 3.1, or (ii) waive such condition and proceed to Close of Escrow in accordance with this Agreement in which case the representations and warranties of Buyer hereunder shall be deemed modified and remade to incorporate such fact or circumstance as an exception thereto. In the event of termination by Seller pursuant to this Section 2.2(E) where the reason for the inaccuracy in Buyer’s representations is the result of any intentional, bad faith action or inaction on the part of the Buyer or a breach of this Agreement by the Buyer, Seller shall be entitled to all of Buyer’s Deposits; provided that Seller shall be entitled to retain any portion of the Deposits that have become non-refundable as of such termination date regardless of the reason for the inaccuracy in Buyer’s representations.
Sample 1

Related to Change of 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.

  • 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

  • Reassertion of Representations and Warranties, No Default The Borrower hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties in the Credit Agreement are true, correct, and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Default or Event of Default under the Credit Agreement as amended by this Amendment on such date that the Bank has not waived.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Repetition of representations and warranties On each day throughout the Facility Period, the Borrower shall be deemed to repeat the representations and warranties in clause 7 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.