Notice of Untrue Representation and Warranty Sample Clauses

Notice of Untrue Representation and Warranty or New Disclosure During the Interim Period, the Vendors shall promptly notify the Purchaser in writing upon any representation or warranty made by it contained in this Agreement or any Closing Document becoming untrue or incorrect, or any document in the Data Room becoming untrue or incorrect (to the extent it would constitute a breach of a representation or warranty of the Vendors contained herein), or any information provided in a Schedule to this Agreement becoming incomplete. Any such notice will set out particulars of the respective matter or matters, and details of any actions being taken by the Vendors or the Company to rectify the matter if applicable, and is referred to herein as “Updated Schedule Information”. Any such Updated Schedule Information will become part of the Schedules to this Agreement and any representation, warranty or covenant of the Vendors affected thereby will be deemed to have been amended accordingly, and, for the avoidance of doubt, the Purchaser (a) will not have any right to indemnification under this Agreement with regard to any matter properly and accurately disclosed in such Updated Schedule Information, but (b) will have the right to terminate this Agreement, without any further liability, pursuant to Section 7.1(d) following receipt of any such Updated Schedule Information.
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Notice of Untrue Representation and Warranty. During the Interim Period, the Vendors and each Shareholder shall promptly notify the Purchasers in writing upon any representation or warranty made by it contained in this Agreement or any Closing Document becoming untrue or incorrect. Any such notice will set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by the Vendors or the Shareholder to rectify the matter. Notifying the Purchasers will not relieve the Vendors or such Shareholder of their obligations under Subsection 5.1.6 nor shall Purchasers’ receipt of any information pursuant to this Subsection 5.1.7 (i) operate as a waiver or otherwise affect any representations or warranties of the Vendors and the Shareholders hereunder or be deemed to amend or supplement any disclosure schedule provided by the Vendors or prevent or cure any misrepresentation or breach of warranty, or (ii) limit any remedies of the Purchasers.
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Notice of Untrue Representation and Warranty. During the Interim Period, the Purchasers shall promptly notify the Vendors in writing upon any representation or warranty made by it contained in this Agreement or any Closing Document becoming untrue or incorrect. Any such notification will set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by the Purchasers to rectify the matter. Notifying the Vendors will not relieve the Purchasers of their obligations under Subsection 5.2.2 nor shall Vendors’ receipt of any information pursuant to this Subsection 5.2.3 (i) operate as a waiver or otherwise affect any representations or warranties of the Purchasers hereunder or be deemed to amend or supplement any disclosure schedule provided by the Purchasers or prevent or cure any misrepresentation or breach of warranty, or (ii) limit any remedies of the Vendors.
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Notice of Untrue Representation and Warranty. Each Party shall promptly notify the other Party if the notifying Party has knowledge which causes it to believe that:
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Related to Notice of Untrue Representation and Warranty

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • 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).

  • Affirmation of Representations and Warranties At each Applicable Time, Settlement Date and Representation Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date; 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, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented as of such date.

  • Additional Representation and Warranty The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Trust’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

  • Making of Representations and Warranties (a) As a material inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby makes to the Company the representations and warranties contained in this Article IV, subject to the standards established by Section 9.1.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • Bringdown of Representations and Warranties The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the time of Closing, with the same force and effect as though such representations and warranties had been made on, as of and with reference to such time, and Safeguard shall have received a certificate, signed by an executive officer of the Company, to such effect.

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