Common use of Changes in Representations and Warranties of a Party Clause in Contracts

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties 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 party's representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 10 contracts

Samples: Stock Exchange Agreement (Idle Media, Inc.), Merger Agreement (Wellstone Filter Sciences Inc /De/), Stock Exchange Agreement (Virtual Medical International, Inc.)

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Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties upon becoming aware of (Aa) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (Bb) any impending or threatened breach in any material respect of any of the party's representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 8 contracts

Samples: Stock Exchange Agreement (Liberated Energy, Inc.), Stock Exchange Agreement (Liberated Energy, Inc.), Acquisition Agreement (Amazing Energy Oil & Gas, Co.)

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations representation and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties 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 party's ’s representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 2 contracts

Samples: Stock Purchase Agreement and Plan of Reorganization (MediaG3, Inc), Stock Purchase Agreement and Plan of Reorganization (MediaG3, Inc)

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties 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 party's ’s representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 2 contracts

Samples: Share Exchange Agreement (Butte Highlands Mining Company, Inc.), Exchange Agreement (Koko Ltd.)

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties 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 party's representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.. Execution Copy

Appears in 2 contracts

Samples: Stock Exchange Agreement and Plan of Reorganization (Zeolite Mining Corp.), Stock Exchange Agreement (Zeolite Mining Corp.)

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such any party herein contained not being true and correct at and as of (a) the time immediately following the occurrence of such transaction or event or (b) the Closing Date. Each A party shall promptly give written notice to the other parties 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, Agreement and (B) any impending or threatened breach in any material respect of any of the party's representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Alpha Hospitality Corp), Merger Agreement and Plan of Reorganization (Alpha Hospitality Corp)

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Changes in Representations and Warranties of a Party. Between the date of this Agreement thisAgreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties 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 party's representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 1 contract

Samples: Agreement Agreement (Diamond Technologies Inc.)

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party Party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party Party herein contained not being true and correct at and as of the Closing Date. Each party Party shall promptly give written notice to the other parties Parties 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 party's Party’s representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 1 contract

Samples: Share Purchase and Assignment Agreement (Mineral Mountain Mining & Milling Co)

Changes in Representations and Warranties of a Party. Between the date of this Agreement and the Closing Date, no party shall directly or indirectly, enter into any transaction, take any action, or by inaction permit an otherwise preventable event to occur, which would result in any of the representations and warranties of such party herein contained not being true and correct at and as of the Closing Date. Each party shall promptly give written notice to the other parties upon becoming aware of (Aa) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (Bb) any impending or threatened breach in any material respect of any of the party's ’s representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Appears in 1 contract

Samples: Stock Exchange Agreement (Monar International Inc.)

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