No Breach of Representation or Warranty Sample Clauses

No Breach of Representation or Warranty. There shall be no material breach of any representation or warranty of the Seller Parties set forth in this Agreement.
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No Breach of Representation or Warranty. There shall be no material breach of any representation or warranty of REIT or OPCO set forth in this Agreement.
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No Breach of Representation or Warranty. Each of the representations and warranties of the Seller contained in this Agreement and each of the Seller Ancillary Agreements shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except with respect to those representations and warranties that speak as to a particular date or time, which only need to be true and correct as of such date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyer; and there shall have been delivered to the Buyer a closing certificate in a form reasonably satisfactory to the Buyer to such effect, dated the Closing Date, signed by the Chairman or Managing Director of the Seller;
Sample 1
No Breach of Representation or Warranty. Between the Announcement Date and the end of the Offer Period (each inclusive), the IOH warranties in clause 10.2 are true and correct in all material respects. Timetable Event Date Joint announcement of Takeover Bid Monday 11 August 2014 • BC Iron lodges Bidder’s Statement with ASIC and serves it on IOH and ASX • IOH lodges Target’s Statement with ASIC and serves it on BC Iron and ASX Wednesday 20 August 2014 • Completion of joint despatch of Bidder’s Statement and Target’s Statement to Shareholders • Offer Period commences Friday 22 August 2014 Offer Period ends (unless extended) Friday 26 September 2014 IOH’s capital structure • IOH has the following fully paid ordinary shares on issue: 161,174,005 • IOH has the following unlisted options to acquire unissued fully paid ordinary shares on issue: Number Vesting Date Exercise Price Expiry Date 1,950,000 N/A $1.90 22 November 2014 2,900,000 N/A $1.40 13 November 2015 1,000,000 N/A $1.297 24 November 2016 1,000,000 25 November 2014 $1.547 24 November 2017 1,000,000 25 November 2015 $1.797 24 November 2018 Directors’ interests Director Shares Options Hon. Xxxxxxx Xxxxx AC 1,181,8171 Nil Xxxxx Xxxxxxx 336,473 5,000,0002 Xxxxx X’Xxxxxxx 59,0903 Nil Xxxxxxx Xxxxxxx 2,150,0004 1,150,0004 Xxxx Xxxxxx Nil Nil
Sample 1
No Breach of Representation or Warranty. Between the Announcement Date and the end of the Offer Period (each inclusive), the warranties in clause 8.2 are true and correct in all material respects. S C H E D U LE 3 – P R E S C R I B E D O C C UR R E NC ES
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No Breach of Representation or Warranty. Between the Announcement Date and the end of the Offer Period (each inclusive), the warranties in clause 8.2 are true and correct in all material respects.
Sample 1

Related to No Breach of Representation or Warranty

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • No Misrepresentation or Breach of Covenants and Warranties There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

  • Breach of Representation, Warranty or Covenant Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of a breach of any representation or warranty of the Depositor set forth in Section 2.03 that materially and adversely affects the interests of the Certificateholders of a given Series, the Depositor shall cure such breach in all material respects.

  • Breach of Representations, Etc Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • Breach of Representations and Warranties by the Company If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

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