Changes in Representations and Warranties. Throughout the period from the Effective Date through and including the Closing Date, Purchaser shall give Seller prompt written notice of any representation and warranty made by Purchaser in this Agreement which becomes materially inaccurate or incorrect, to the extent Purchaser obtains knowledge of such inaccuracy or incorrectness.
Changes in Representations and Warranties. From and after full execution hereof until Closing, each Party shall promptly notify the other Parties in writing of any events or circumstances, of which the notifying Party has Actual Knowledge which have occurred from and after the Effective Date hereof or which were unknown to the notifying Party as of such date and were subsequently discovered by the notifying Party, which events or circumstances make any of the foregoing representations and warranties untrue, incomplete or inaccurate in any material respect.
3.2.3.1 If at or prior to the Closing, (A) Buyer has Actual Knowledge (whether through its own efforts, by notice from any Seller or otherwise) that any of the representations or warranties made herein by any Seller are untrue, inaccurate or incorrect and shall give the Seller Representative notice thereof at or prior to the Closing, or (B) the Seller Representative shall notify Buyer that a representation or warranty made herein by any Seller is untrue, inaccurate or incorrect, then either Party may, in its sole discretion, elect by notice to the other Party to adjourn the Closing one or more times for up to sixty (60) days in the aggregate in order to allow the applicable Seller to cure or correct such untrue, inaccurate or incorrect representation or warranty. If any such untrue, inaccurate or incorrect representation or warranty is not cured or corrected by the applicable Seller on or before the Closing Date (whether or not the Closing is adjourned as provided above), then Buyer, as its sole and exclusive remedy for any and all such untrue, inaccurate or incorrect representations or warranties, shall elect either (x) to waive such misrepresentations or breaches of warranties and consummate the transactions contemplated hereby without any reduction of or credit against the Purchase Price, or (y) to terminate this Agreement by notice given to the Seller Representative on or before the Closing Date, in which event, this Agreement shall be terminated and neither Party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly set forth herein, and Escrow Agent shall refund the Deposit to Buyer, and Seller shall reimburse Buyer for its actual third party due diligence costs incurred in connection with this Agreement, but not to exceed $100,000.00.
Changes in Representations and Warranties. Without in any way expanding the obligations or liabilities of the Purchasers under Article III in this Agreement, the Purchasers shall have the obligation throughout the period from the Effective Date through and including the Closing Date to give the Sellers prompt written notice of any representation and warranty made by the Purchasers in Article III, which becomes materially inaccurate or incorrect, to the extent such inaccuracy or incorrectness is brought to the knowledge and attention of the Purchasers.
Changes in Representations and Warranties. Between the date of this Agreement and the Closing Date, neither any Shareholder or Epixtar shall directly or indirectly enter into any transaction, take any action, or by inaction permit an event to occur, which would result in any of its or his representations and warranties herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other upon becoming aware of (a) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement and (b) any threatened breach in any material respect of any of their respective representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy the same.
Changes in Representations and Warranties. If either Sellers or Purchaser discovers on or before the Closing that any representation or warranty made by it was or becomes not true and correct in any material respect, it shall so notify the other party in writing. The representations and warranties made in this Agreement shall be deemed to be modified by any matter contained in such notice. In the case of any such change in the representations or warranties by Sellers, if the cumulative changes so made would adversely affect the fair market value of the Assets by 0.5% or more of the Purchase Price, Purchaser may object thereto by written notice to Sellers within ten days after receipt of the notice. If such objection notice is not given within the ten day period, or the cumulative changes do not have such adverse effect, then such change shall not give rise to any right or remedy. If such objection notice is timely given and the effect of the cumulative changes on the fair market value of the Assets exceeds such amount, and Sellers determine that they cannot cure such adverse effect prior to the Closing by using commercially reasonable efforts, then the parties shall negotiate in good faith a reduction of the Purchase Price to fairly reflect the impact of the change on the fair market value of the Assets. In the event that the parties are unable to agree on a reduction of the Purchase Price prior to the Closing, then the parties agree to submit the matter to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association for resolution after the Closing.
Changes in Representations and Warranties. Except as expressly contemplated by this Agreement, the Bankruptcy Code, other applicable Law or any ruling or Order of the Bankruptcy Court, including any DIP Financing Order or any Order authorizing the use of Cash Collateral, or with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), between the date of this Agreement and the Closing Date, Seller shall use its best efforts to not enter into any transaction, take any action, or by unreasonable inaction permit an event to occur, which would result in any of its representations and warranties herein contained not being true and correct in any material respect at and as of the Closing Date. Seller shall promptly give written notice to Buyer and Buyer shall promptly give written notice to Seller upon becoming aware of (i) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement and (ii) any impending or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.
Changes in Representations and Warranties. Between the date of this Agreement and the Closing Date, Shareholder shall not and neither Sellers nor Shareholder shall permit Sellers to, enter into any transaction, take any action, or by inaction, permit an event to occur, which would result in any of the representations and warranties of Sellers or Shareholder herein contained not being true and correct at and as of (i) the time immediately following the occurrence of such transaction or event or (ii) the Closing Date. Sellers and Shareholder shall promptly give written notice to Buyer upon becoming aware of (A) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (B) any impending or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.
Changes in Representations and Warranties. Throughout the period from the Effective Date through and including the Closing Date, Seller shall give Purchaser prompt written notice of (i) any representation and warranty made by Seller in this Agreement which Seller hereafter learns was inaccurate or incorrect when originally made and (ii) any event, change or occurrence which would make any representation or warranty of Seller inaccurate or incorrect as of the time of such event, change or occurrence (Seller hereby acknowledging and agreeing that all representations and warranties of Seller herein are hereby deemed to re-made and re-affirmed by Seller each and every day while this Agreement is in effect) and (iii) any event, change or occurrence which will or reasonably may be anticipated to prevent Seller from making the same representations and warranties as set forth herein on and as of the Closing Date. The giving of any such notices shall not limit or modify any rights of Purchaser hereunder arising in the case of a breach of a representation or warranty by Seller, and Purchaser shall have the right to terminate this Agreement at any time prior to Closing following receipt by Purchaser of any such notice of a materially inaccurate or incorrect representation or warranty, such determination of materiality to be made by Purchaser in its sole discretion.
Changes in Representations and Warranties. Without in any way expanding the obligations or liabilities of Seller under Article II hereof, Seller shall have the obligation throughout the period from the Execution Date through and including the Closing Date to give Purchaser prompt written notice of any representation and warranty, made by Seller in Article II, which becomes materially inaccurate or incorrect, to the extent Seller obtains knowledge of such inaccuracy or incorrectness.
Changes in Representations and Warranties. Without in any way expanding the obligations or liabilities of the Sellers under Article II, the Sellers shall have the obligation throughout the period from the Effective Date through and including the Closing Date to give the Purchasers prompt written notice to the email address set forth on Exhibit 2.0 of any representation and warranty, made by the Sellers in Article II, which becomes materially inaccurate or incorrect, to the extent the Sellers obtain knowledge of such inaccuracy or incorrectness. Notwithstanding the foregoing, such notice shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement; provided, however, that the Supplemental Letter delivered on or before the Update Date (x) with respect to Section 2.7 regarding Immaterial Contracts and Terminable Contracts only and (y) with respect to Section 2.20 regarding the Supplemental Financial Information only, shall effectively amend the Disclosure Letter.
