Notice of Breaches of Representations and Warranties Sample Clauses

Notice of Breaches of Representations and Warranties. (i) Seller shall promptly notify Buyer in writing of any changed condition, receipt of notice or documentation, or acquired knowledge, which would materially alter any representation or warranty of Seller contained herein of which Seller becomes aware (any such changed condition, received notice or documentation or acquired knowledge being defined as a “Changed Condition”). Subject to clause (ii) below with respect to any Changed Condition that results from Seller’s negligent or intentional acts or omissions, within five (5) Business Days after notification in writing by Seller to Buyer of any such Changed Condition, Seller, at Seller’s own option and expense, may elect by written notice to Buyer to remedy the Changed Condition such that Seller’s representations are accurate, and the Closing Date may be extended for up to ten (10) days after the scheduled Closing Date in order for Seller to effectuate such remedy. If Seller does not elect to effectuate such remedy so as to cause Seller’s representations to be accurate, or if Seller so elects but then fails to complete such remedy within such ten (10) day period, then Buyer may elect, by written notice to Seller given at any time thereafter, to terminate this Agree ment, in which event (1) neither Buyer nor Seller shall have any further obligation under this Agreement, except for the obligations which expressly survive the termination of this Agreement, and (2) the Deposit with interest accrued thereon shall be returned to Buyer. If, notwithstanding Seller’s election not to effectuate such remedy, Buyer elects to consummate the purchase of the Property, Seller shall not be liable to Buyer as a result of any inaccuracy in any representation or warranty of Seller contained herein that results from such Changed Condition. (ii) Notwithstanding the foregoing, if a Changed Condition resulted from Seller’s negligent or intentional acts or omissions and was not cured by Seller pursuant to clause (i) above, Seller shall be in breach of a material obligation under this Agreement, Buyer shall have the remedies set forth in Section 13(a).
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Notice of Breaches of Representations and Warranties. Buyer shall, and shall cause SBG to, promptly notify Seller in writing of any inaccuracy in any representation, warranty, agreement or covenant made by Seller in this Agreement of which Buyer or SBG have knowledge.
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Notice of Breaches of Representations and Warranties. Seller shall immediately notify HMC and Buyer in writing of any claim, action or proceeding involving the actual or alleged breach of any of the representations and warranties of Seller set forth in Article IV or elsewhere in this Agreement and provide whatever information, documents and other cooperation may be reasonably requested by HMC or Buyer; provided, that such notice shall not relieve Seller of any of its indemnification obligations set forth in this Agreement.
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Notice of Breaches of Representations and Warranties. (a) As of the date hereof, the Investor has no Knowledge of any inaccuracy of any representation or warranty of Parent or HNS contained in this Contribution Agreement that is sufficient to allow the Investor to bring a claim for indemnification against Parent pursuant to Section 9.2(a) hereof following Closing (without taking into account the Basket Amount). For purposes of this Section, “Knowledge” of the Investor means the actual knowledge of Xxxxxx Xxxxxx, Xxxxx Xxxxx and Xxxxxxx Xxxxx. Nothing set forth in this Section shall limit or otherwise affect the ability of any Newco Indemnified Person to seek indemnification pursuant to Section 9.2(a) hereof unless Parent can demonstrate that, based on information provided by HNS or Parent to the Investor, the Investor had Knowledge as of the date hereof that such representation and warranty was not true and correct. (b) As of the date hereof, neither Parent nor HNS has any Knowledge of any inaccuracy of any representation or warranty of the Investor contained in this Contribution Agreement that is sufficient to allow Parent or HNS to bring a claim for indemnification against the Investor pursuant to Section 9.3(a) hereof following Closing (without taking into account the Basket Amount). Nothing set forth in this Section shall limit or otherwise affect the ability of any Parent Indemnified Person to seek indemnification pursuant to Section 9.3(a) hereof unless the Investor can demonstrate that, based on information provided by the Investor to Parent or HNS, Parent or HNS had Knowledge as of the date hereof that such representation and warranty was not true and correct.
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Notice of Breaches of Representations and Warranties. Following the execution of this Agreement and prior to Closing, Buyer and Partnership shall promptly (and in any event prior to the earlier of three (3) Business Days following discovery or the Closing Date) notify Seller of any matter of which any Officer of the Managing General Partner has actual knowledge that, to the actual knowledge of such officer, constitutes a breach of any representation or warranty of Seller contained in Article III; provided, however, any such notification will not affect the rights or obligations of the Partnership, Buyer or Seller under this Agreement and the failure to provide such notification will not affect any rights of any Buyer Indemnitee or any obligations of Seller under this Agreement.
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Notice of Breaches of Representations and Warranties. Following the execution of this Agreement and prior to Closing, Regency and Merger Sub shall promptly (and in any event prior to the earlier of five (5) Business Days following discovery or the Closing Date) notify Member of any matter of which any Officers of the Managing General Partner has actual knowledge that, to the actual knowledge of such officer, constitutes a breach of any representation or warranty of Member or any Nexus Company contained in Article III or Article IV; provided, however, any such notification will not affect the rights or obligations of Member, any Nexus Company, Regency, or Merger Sub, under this Agreement and the failure to provide such notification will not affect any rights of any Regency Indemnitee or any obligations of Member or any Nexus Company under this Agreement or any other Transaction Document except as contemplated by Section 9.1(b).
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Notice of Breaches of Representations and Warranties. The Borrower shall promptly (in the case of Section 4.01(aa), not more than two (2) Business Days after a Responsible Officer of the Borrower receives notice or obtains knowledge thereof) notify the Administrative Agent, the Collateral Custodian and the Initial Lender if any representation or warranty set forth in Section 4.01 or 4.02 was materially incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Custodian, the Administrative Agent and the Initial Lender a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Collateral Custodian, the Administrative Agent and the Initial Lender in the manner set forth in the preceding sentence with respect to any representation or warranty that a Portfolio Asset is an Eligible Portfolio Asset on or before the related date of determination of any facts or circumstances within the knowledge of a Responsible Officer of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.
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Notice of Breaches of Representations and Warranties under this Agreement. The Borrower shall, upon receipt of notice or discovery thereof, promptly notify the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent (with a copy to the Collateral Agent and each Lender Agent) in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.
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Related to Notice of Breaches of Representations and Warranties

  • Exclusivity of Representations and Warranties NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY OR ANY OF ITS RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IV, NEITHER PARENT, MERGER SUB NOR ANY OTHER PERSON MAKES, AND PARENT AND MERGER SUB, EACH EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE MERGER TRANSACTIONS, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF PARENT, MERGER SUB OR ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT OR THE MERGER TRANSACTIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV.

  • Bring Down of Representations and Warranties Each acceptance by the Company of an offer to purchase the Shares hereunder, and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

  • Repetition of representations and warranties On each day throughout the Facility Period, the Borrower shall be deemed to repeat the representations and warranties in clause 7 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

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