Material Changes in Representations and Warranties Sample Clauses

Material Changes in Representations and Warranties. (1) If before the Closing Seller acquires knowledge of any condition which constitutes a material change in any of the representations and warranties set forth in Paragraph 8.A., Seller shall have the right to cure such condition before the Closing, and the existence of such condition shall not be grounds for Buyer to terminate this Agreement, provided that (i) Seller, promptly after discovering the condition, covenants with Buyer in writing that Seller will cure such condition prior to Closing, and (ii) Seller acts diligently to cure the condition and completes such cure prior to the Closing Date.
Sample 1
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Material Changes in Representations and Warranties. (a) If before the Closing Date, Seller acquires knowledge of any condition which constitutes a material change in any of the representations and warranties set forth in Section 4.1, Seller shall have the right to cure such condition before the Closing Date, and the existence of such condition shall not be a ground for Purchaser terminating this Agreement, provided that (i) Seller, promptly, after discovering the condition, notifies Purchaser in writing of the nature of the condition and assures Purchaser in writing that Seller is capable of curing such condition prior to the Closing Date, and (ii) Seller acts diligently to cure the condition and completes such cure prior to the Closing Date.
Sample 1
Material Changes in Representations and Warranties. (a) Seller and Purchaser shall promptly inform the other of any material change in any of Seller’s representations or warranties of which it has knowledge. If before the Closing Seller acquires knowledge, or notice from Purchaser, of any condition which constitutes a material change in any of the representations and warranties set forth in Section 5.1, Seller shall have the right (but not the obligation) to cure such condition before the Closing. Seller shall notify Purchaser within ten (10) days after Seller first acquires knowledge or receives notice from Purchaser of the existence of such condition whether Seller will diligently pursue the cure of such condition prior to the Closing Date, provided that Seller shall have the right to extend the Closing Date from time to time, for no longer than ninety (90) days in the aggregate, to enable Seller to complete such cure.
Sample 1

Related to Material Changes in Representations and Warranties

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

  • Reaffirm Existing Representations and Warranties Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments set forth in Section 1 hereof.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof:

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • Nature of Representations and Warranties The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

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