Notice of inaccuracy. If, before a Note is issued and delivered to or for the account of the relevant Dealer, an event occurs which would render any of the representations and warranties in this Clause 3 immediately, or with the lapse of time, untrue or incorrect, the Issuer will inform the relevant Dealer as soon as practicable of the occurrence of such event. In either case, the relevant Dealer shall inform the Issuer without any undue delay whether it wishes to continue or discontinue the issuance and delivery of the respective Notes.
Notice of inaccuracy. Licensee promptly and exclusively will notify Mintel, Attn: Director of Research, at any time that Licensee believes that it may have discovered a potential or actual inaccuracy in any of the Content.
Notice of inaccuracy. Closing shall be automatically extended up to thirty (30) days in order to allow Sellers to cure such change if Sellers elect, by written notice delivered to Buyer within five (5) business days after receipt of a Notice of Inaccuracy. In the event Sellers so cure such change by the Closing Date (as the same may be extended as provided hereinabove), this Agreement shall remain in full force and effect. If Sellers do not cure such change by the Closing Date (as the same may be extended as provided hereinabove), Buyer may elect to terminate this Agreement by written notice to Sellers within three (3) business days thereafter, in which case the Exxxxxx Money shall be returned to Buyer, Sellers shall reimburse Buyer for Buyer’s Closing Costs up to the Buyer’s Closing Costs Cap, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive such termination. If Buyer does not timely terminate in accordance with the previous sentence, Buyer shall be deemed to have waived such right to terminate and shall proceed with the transaction pursuant to the remaining terms and conditions of this Agreement without any reduction in the Purchase Price, in which event the representations and warranties shall be deemed to be automatically amended to reflect said change. Notwithstanding and without limiting the foregoing, (i) if any of the representations or warranties of Sellers that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or (ii) Sellers are in material breach or default of any of its obligations under this Agreement that survive Closing, and Buyer nonetheless closes the transactions hereunder and purchases each Property, then Sellers shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon Closing) in the event that either on or prior to Closing, (x) Buyer shall have had actual knowledge of the false or inaccurate representations or warranties or other breach or default, or (y) the accurate state of facts pertinent to such false or inaccurate representations or warranties or other breach or default was contained in any of the information respecting each Property furnished by Sellers or otherwise obtained by Buyer.
Notice of inaccuracy. (a) Promptly upon either Party becoming aware of the occurrence of, or the impending or threatened occurrence of, any event which would cause a breach of any of its own representations or warranties contained in Section 7.1 or Section 7.2, as the case may be, or an inability of such Party to deliver the certificate to be delivered by it pursuant to Section 9.4, Section 9.5, Section 10.3 or Section 10.4, as the case may be, such Party shall disclose each such event, in reasonable detail, by means of a written notice thereof to the other Party and such Party shall use its reasonable commercial efforts to remedy the same. No disclosure by any Party pursuant to this Section 8.4(a), however, shall be deemed to amend or supplement the Schedules attached hereto or to prevent or cure any misrepresentations, breach of warranty, or breach of covenant or to satisfy any Closing condition.
(b) Each Party shall, promptly upon acquiring knowledge of the occurrence of any event that would cause the conditions to its obligations set forth in ARTICLE IX and ARTICLE X, as applicable, to fail to be fulfilled at the Closing, notify the other Party of such event.
(c) Each Party shall promptly notify the other Party of any action, suit or proceeding that shall be instituted or overtly threatened against such Party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement.
Notice of inaccuracy. If, before a Treasury Note is issued and delivered to or for the account of, the relevant Dealer, any event occurs which would render any of the representations and warranties in this Clause 4 immediately, or with the lapse of time, untrue or incorrect in any material respect, the Issuer will inform the relevant Dealer as soon as reasonably practicable of the occurrence of such event. In either case, the relevant Dealer shall inform the Issuer without any undue delay whether it wishes to continue or discontinue the issuance and delivery of the respective Treasury Notes.
Notice of inaccuracy. As defined in Section 7.3.1.
Notice of inaccuracy. In the event any Seller learns that any of the representations and warranties of Sellers contained in or referred to in this Agreement or any SCHEDULE hereto is or will become inaccurate, such party shall give immediate detailed written notice thereof to Buyer.
Notice of inaccuracy. In the event Buyer learns that any of the representations and warranties of Buyer contained in or referred to in this Agreement or any SCHEDULE hereto is or will become inaccurate, Buyer shall give immediate detailed written notice thereof to Sellers.
Notice of inaccuracy. Seller shall promptly notify Purchaser in writing if Seller becomes aware that any of the representations or warranties have become materially inaccurate as to conditions at the Properties prior to Closing.
