DIFFERENCE IN FACTS Sample Clauses

DIFFERENCE IN FACTS. Plaintiff fully understands that the facts upon which this Class Settlement Agreement is executed may hereafter be other than or different from the facts now believed by Plaintiff and Class Counsel to be true and nevertheless agree that this Class Settlement Agreement shall remain effective notwithstanding any such difference in facts.
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DIFFERENCE IN FACTS. The Xxxxxx fully understand that the facts presently known to them may later be found to be different, and expressly accept and assume the risk that the facts may be found to be different. The release and indemnification contained herein shall be effective in all respects and shall not be subject to termination or rescission because of any such difference in facts.
Sample 1
DIFFERENCE IN FACTS. Each party to this Agreement fully understands that the facts presently known to him or it may later be found to be different, and expressly accept and assume the risk that the facts may be found to be different. This Agreement shall be effective in all respects and shall not be subject to termination or rescission because of any such difference in facts.
Sample 1
DIFFERENCE IN FACTS. Assignors hereby represent and warrant that they have conducted all necessary due diligence with respect to the subject matter of this Agreement and that they have been provided with every opportunity to inquire about the business operations, financial situation and presently known or contemplated business prospects and opportunities of the Company and to review any and all documents, records, and other non-public information regarding the Company. Confidential Information shall be defined as any and all non-public information regarding the Company's products, including, but not limited to, that information regarding the Random Ejection Shuffler, the Fantasy 21 table game and the Safety Peek playing card, and any other non-public information provided by the Company and/or Purchasers to Assignors in conjunction with this Agreement. Assignors acknowledge and understand that included among Purchasers are directors of the Company who stand in a position of knowledge with respect to both publicly disclosed and non-publicly disclosed information regarding the business operations, financial condition and business prospects and opportunities of the Company. Assignors represent and warrant that have been told that the value of the Shares may increase significantly in the future and have entered into this Agreement willingly and fully advised of the economic consequences thereby, including the potential future economic benefits or detriments of ownership of the Shares and the Xxxxx Assets. Assignors represent and warrant that they fully understand that the facts presently known to them may later be found to be different, and expressly accept and assume the risk that the facts may be found to be different. The release and indemnification contained herein shall be effective in all respects and shall not be subject to termination or rescission because of any such difference in facts.
Sample 1
DIFFERENCE IN FACTS. Buyer hereby represents and warrants that it has conducted all necessary due diligence with respect to the subject matter of this Agreement and hereby represents and warrants that it accepts the Company "as is" and accepts that any and all liabilities and/or obligations of the Company for any and all acts committed prior to the purchase of the Shares contemplated by this Agreement, except that nothing herein shall be deemed to release Seller from any liability that it has for its obligations, representations and warranties in this Agreement.
Sample 1
DIFFERENCE IN FACTS. I expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” I fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by me to be true, I expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.
Sample 1
DIFFERENCE IN FACTS. The Parties understand that if any fact with respect to any matter covered by this Agreement is found to be other than, or different from, the facts now believed by any Party to be true, that Party expressly accepts and assumes the risk of such possible difference in facts and agrees that this Agreement shall be, and will remain, in full force and effect notwithstanding such difference in fact.
Sample 1
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Related to DIFFERENCE IN FACTS

  • Pricing Adjustments a. In the event an adjustment is made to the computation of the net asset value of Fund shares as reported to Insurance Company under paragraph 7, (1) the correction will be handled in a manner consistent with SEC guidelines and the Investment Company Act of 1940, as amended and (2) the Funds or Transfer Agent shall notify Insurance Company as soon as practicable after discovering the need for any such adjustment. Notification may be made in the following manner: Method of Communication

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Inventory Adjustment (a) Within 30 days after the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the "Closing Inventory Statement") setting forth the type and value, as of the close of business on the day immediately preceding the Closing Date, of the inventory of the Business, which statement shall be derived from a physical taking of such inventory as of such date and shall value inventory on the basis of the lower of cost or market value utilizing a first-in, first-out method in a manner consistent with Sellers' and the Companies' past practices and the standards and principles used in the preparation of the Unaudited Consolidated Statement of Net Investment Assets of the Business as of September 25, 2004 and shall otherwise be prepared in a manner consistent with Sellers' and the Companies' past practices with respect to perpetual inventory records; provided, that all amounts denominated in Canadian dollars that are part of the calculation of the value of inventory pursuant to this Section 2.05 shall be converted into U.S. dollars using the Closing Date Exchange Rate. Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such inventory (which may begin prior to the Closing Date) in connection with the preparation of the Closing Inventory Statement. Buyer shall provide Sellers and their accountants, upon reasonable notice, such access to the books and records, to any other information, including working papers of Buyer's accountants, and to any employees of Buyer and its affiliates, in each case as may be reasonably necessary for Sellers to take such physical inventory, prepare the Closing Inventory Statement, respond to the Buyer's Inventory Objection (as defined in Section 2.05(b)) and prepare materials for presentation to the Arbitrator in connection with the matters contemplated by Section 2.05(c). If necessary, Buyer shall, after Closing, also provide or cause to be provided to Sellers and their designees such access as such persons may reasonably request to all facilities at which inventory of the Business is located in order to conduct such physical inventory. For the avoidance of doubt, the inventory of the Business to be valued pursuant to this Section 2.05 consists of the Inventory and all inventory of the Companies.

  • Equitable Adjustments (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made--

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