Disclosure of Misrepresentations and Breaches Sample Clauses

Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or Shareholder hereunder are determined by Seller or Shareholder to have been incorrect when made, or are determined by Seller or Shareholder to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller or Shareholder contained in this Agreement have not been complied with timely, then Seller and Shareholder shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (i) under Articles 10 and 17 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (ii) to enforce any rights or remedies it may have hereunder).
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Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or the Shareholders hereunder are determined by Seller or the Shareholders to have been incorrect when made, or are determined by Seller or the Shareholders to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller or the Shareholders contained in this Agreement to be performed prior to Closing have not been complied with timely, then Seller and the Shareholders shall immediately notify Purchaser to such effect (provided that except for notice of contracts that are included in the Assets pursuant to Article 7, such notice shall in no way limit the rights of Purchaser (a) under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated by this Agreement or (b) to enforce any rights or remedies it may have hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller, Principal or Member hereunder are determined by Seller, Principal or Member to have been incorrect when made, or are determined by Seller, Principal or Member to be incorrect as of any date subsequent to the Effective Date, or if any of the covenants of Seller, Principal or Member contained in this Agreement have not been complied with in a timely manner, then Seller, Principal or Member shall notify Purchaser to such effect in a timely manner (provided that such notice shall in no way limit the rights of Purchaser (a) under Article 16 to terminate this Agreement or refuse to consummate the Transaction or (b) to enforce any rights or remedies it may have hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or Member hereunder are determined by Seller or Member to have been incorrect when made, or are determined by Seller or Member to be incorrect as of any date subsequent to the Disclosure Effective Date, or if any of the covenants of Seller or Member contained in this Agreement have not been complied with in a timely manner, then Seller and Member shall notify Purchasers to such effect in a timely manner (provided that such notice shall in no way limit the rights of Purchasers under Article 16 to terminate this Agreement or under Article 10 to refuse to consummate the Transaction). Unless Purchasers have the right to terminate this Agreement pursuant to Article 16.2(b) below by reason of the matters made the subject of such notice and exercises that right within the applicable Review Period as set forth in Article 16.2(b) below, the written notice pursuant to this Article 8.4 will be deemed to have amended the Page 26 of 48 Disclosure Schedule, to have qualified the representations and warranties contained in Article 4 above, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development.
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or Shareholder hereunder are determined by Seller or Shareholder to have been incorrect when made, or are determined by Seller or Shareholder to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller or Shareholder contained in this Agreement have not been complied with timely, then Seller and Shareholder shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (a) under Articles 10 and 17 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (b) to enforce any rights or remedies it may have hereunder). Notwithstanding the foregoing, is Seller provides written Notice to Purchaser that a material representation or warranty of Seller or Shareholder is incorrect prior to the Closing, the sole remedy that Purchaser may have is to either terminate this Purchase Agreement or enter into a mutual agreement with Seller and Shareholder regarding an adjustment of the Purchase Price.
Disclosure of Misrepresentations and Breaches. If Sellers or Stockholder acquire Knowledge that any of the representations or warranties made hereunder were incorrect when made, or have become incorrect as of any date subsequent to the date hereof, or that Sellers or Stockholder have not complied or will be unable to comply with any covenants contained in this Agreement, then Sellers and Stockholder shall promptly notify Purchaser to such effect (provided that such notice shall in no way limit any of the rights or remedies of Purchaser hereunder). Purchaser and PGT agree to promptly notify Sellers and Stockholder if they acquire Knowledge of any such misrepresentations or breaches hereunder by Sellers or Stockholder (provided that such notice shall in no way limit any of the rights or remedies of Purchaser and PGT hereunder, and the failure to give such notice shall not give rise to any remedies on the part of Sellers or Stockholder or otherwise limit their obligations hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller hereunder are determined by Seller to have been incorrect when made, or are determined by Seller to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller contained in this Agreement have not been complied with timely, then Seller shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (a) under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (b) to enforce any rights or remedies it may have hereunder).
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Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Sellers or Shareholder hereunder are determined by Sellers or Shareholder to have been incorrect when made, or are determined by Sellers or Shareholder to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Sellers or Shareholder contained in this Agreement have not been complied with timely, then Sellers and Shareholder shall immediately notify

Related to Disclosure of Misrepresentations and Breaches

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • No Misrepresentations All representations, warranties and statements made by any Seller in this Agreement are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make any such representation, warranty or statement, in light of the circumstances under which they were made, not materially misleading.

  • No Misrepresentation The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • No Misrepresentation or Breach of Covenants and Warranties The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

  • Misrepresentation Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

  • Breach by Seller In the event that Seller shall fail to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser, as its sole and exclusive remedy may either (a) terminate this Agreement and receive a refund of the Xxxxxxx Money, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations, or (b) pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that (i) Purchaser shall only be entitled to such remedy if (A) any such suit for specific performance is filed within sixty (60) days after Purchaser becomes aware of the default by Seller, (B) Purchaser is not in default under this Agreement beyond any applicable notice and cure period, (C) Purchaser has tendered an amount equal to three percent (3%) of the Purchase Price to the Title Company in immediately available funds and the Title Company has acknowledged receipt of same, in writing, to Seller, and (D) Purchaser has furnished ten (10) days prior written notice to Seller of its intent and election to seek specific enforcement of this Agreement; and (ii) notwithstanding anything to the contrary contained herein, Seller shall not be obligated to expend any sums to cure any defaults under this Agreement and if Purchaser seeks specific performance under this Agreement, Purchaser agrees to accept the Property in its “AS IS, WHERE IS” condition Purchaser hereby agrees that prior to its exercise of any rights or remedies as a result of any defaults by Seller, Purchaser will first deliver written notice of said default to Seller, and if Seller so elects, Seller shall have the opportunity, but not the obligation, to cure such default within ten (10) days after Seller’s receipt of such notice. In no event whatsoever shall Purchaser file any instrument of record against title to the Property; provided, however, Purchaser may file a lis pendens of this Agreement simultaneously with its filing of a suit for specific performance pursuant to this Section 8.1. Notwithstanding any of the foregoing to the contrary, in no event whatsoever shall Purchaser have the right to seek money damages of any kind as a result of any default by Seller under any of the terms of this Agreement. In no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages.

  • Employee’s Representations and Warranties Employee represents, warrants, covenants, understands and agrees that: (i) Employee is free to enter into this Agreement; (ii) Employee is not obligated or a party to any engagement, commitment or agreement with any person or entity that will, does or could conflict with or interfere with Employee's full and faithful performance of this Agreement, nor does Employee have any commitment, engagement or agreement of any kind requiring Employee to render services or preventing or restricting Employee from rendering services or respecting the disposition of any rights or assets that Employee has or may hereafter acquire or create in connection with the Services and the results thereof; (iii) other than as required by law, Employee shall not at any time divulge, directly or indirectly, any of the terms of this Agreement to any person or entity other than Employee's legal counsel; (iv) Employee shall not use any material or content of any kind in connection with Employer's products, software or website that is copyrighted or owned or licensed by a party other than Employer or that would or could infringe the rights of any other party; (v) Employee shall not use in the course of Employee's performance under this Agreement, and shall not disclose to Employer, any confidential information belonging, in part or in whole, to any third party; (vi) EMPLOYEE UNDERSTANDS ALL OF THE TERMS OF THIS "AT WILL" EMPLOYMENT AGREEMENT, AND HAS REVIEWED THIS AGREEMENT FULLY AND IN DETAIL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS HEREOF; and (vii) no statement, representation, promise, or inducement has been made to Employee, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement.

  • Material Breach Either party may, upon giving thirty (30) days written notice, terminate this Agreement for the other party’s breach of any of its material obligations under this Agreement, provided that the breaching party shall not have cured such breach within the thirty (30) day notice period.

  • Breaches Buyer shall, in the event it has knowledge of the occurrence, or impending or threatened occurrence, of any event or condition which would cause or constitute a breach (or would have caused or constituted a breach had such event occurred or been known prior to the date hereof) of any of its representations or agreements contained or referred to herein, give prompt written notice thereof to Seller and use its best efforts to prevent or promptly remedy the same.

  • Executive’s Representations and Warranties Executive represents and warrants to the Employer that (a) Executive does not have any agreements with any prior employers or other third parties that will prohibit Executive from working for the Employer or fulfilling Executive’s duties and obligations to the Employer pursuant to this Agreement, and (b) Executive has complied with any and all duties imposed on Executive with respect to Executive’s former employers, including without limitation any requirements with respect to return of property.

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