Preservation of Representations and Warranties. Each of the parties shall refrain from taking any action which would render any of the representations and warranties contained in Section 8 or Section 9 inaccurate as of the Closing Date.
Preservation of Representations and Warranties. Between the date of this Agreement and the Closing Date, Seller and each of the Stockholders shall refrain from taking, without the prior written consent of Buyer or Headway, any action which would render any of the representations or warranties set forth in Section 6 materially inaccurate as of the Closing Date. Seller shall notify Buyer and Headway promptly of the occurrence of any matter, event or change in circumstances after the date hereof that would render any of such representations and warranties inaccurate or which would have been required to be disclosed hereunder if it had occurred on or prior to the date hereof.
Preservation of Representations and Warranties. (a) Buyer and Seller shall refrain from knowingly taking any action which would render untrue any representation, warranty or covenant contained in this Agreement, and shall not knowingly omit to take any action, the omission of which would render untrue any such representation, warranty or covenant. Promptly upon the occurrence of, or promptly upon Seller becoming aware of the impending or threatened occurrence of, any material event which would cause any of the representations or warranties of Seller contained herein, or in any Schedule or Exhibit, to be materially inaccurate, Seller shall give detailed written notice thereof to Buyer and Seller shall use its best efforts to prevent or promptly remedy the same.
(b) Buyer and Seller shall promptly notify the other party of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. Seller shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against Seller, and of any damage, destruction or other casualty, whether or not insured, to the Assets to be Acquired.
Preservation of Representations and Warranties. All representations and warranties of the Parties contained herein shall be true, accurate and complete at the time of the Closing as if made again at such time.
Preservation of Representations and Warranties. Each of the Parties hereto shall refrain from taking any action which would render any representation or warranty contained in Articles 3 or 4 of this Agreement inaccurate as of the Closing Date. Each of Buyer and Seller shall promptly notify the other of any proceeding that shall be instituted or threatened against such Party to restrain, prohibit or otherwise challenge the legality of the Transaction. To the extent Seller or Buyer gains knowledge of any of the following prior to Closing, such party shall promptly notify the other of (a) any proceeding that may be threatened, brought, asserted or commenced against such Party which would have been listed in any Schedule to this Agreement if such proceeding had arisen prior to the date hereof, (b) any fact which, if known on the date of this Agreement, would have been required to be set forth or disclosed pursuant to this Agreement, and (c) any actual or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter, shall use their commercially reasonable efforts to remedy such actual or threatened breach.
Preservation of Representations and Warranties. Each of the parties shall, at all times up to and including the Closing Time, do or cause to be done all such acts and things as may be required to ensure the continued material accuracy of the representations and warranties made by it in Article 3.
Preservation of Representations and Warranties. Between the date of this Agreement and the Closing Date, Cheney shall refrain from takixx, xxthout the prior written consent of Buyer or Headway, any action which would render any of the representations or warranties set forth in Section 6 materially inaccurate as of the Closing Date. Cheney shall notify Buyer and Hxxxxxx promptly of the occurrence of any matter, event or change in circumstances after the date hereof that would render any of such representations and warranties inaccurate or which would have been required pursuant to such representations or warranties to be disclosed hereunder if it had occurred on or prior to the date hereof.
Preservation of Representations and Warranties. (i) Sellers and Parent will refrain, and Parent will cause the Subsidiaries to refrain from knowingly taking any action which would render untrue any representation, warranty or covenant made by the Company or Sellers contained in this Agreement, and will not knowingly omit to take any action, the omission of which would render untrue any such representation, warranty or covenant. Promptly upon the occurrence of, or promptly upon Parent or Sellers becoming aware of the impending or threatened occurrence of, any event which would cause any of the representations or warranties of Sellers or Company contained herein, or in any Schedule or Exhibit, to be materially inaccurate, Sellers will give detailed written notice thereof to Buyer and will use their best efforts to prevent or promptly remedy the same. Buyer will refrain from knowingly taking any action which would render untrue any representation, warranty or covenant made by Buyer contained in this Agreement, and will not knowingly omit to take any action, the omission of which would render untrue any such representation, warranty or covenant. Promptly upon the occurrence of, or promptly upon Buyer becoming aware of the impending or threatened occurrence of, any event which would cause any of the representations or warranties of Buyer contained herein, or in any Schedule or Exhibit, to be materially inaccurate, Buyer will give detailed written notice thereof to Parent and will use its best efforts to prevent or promptly remedy the same.
(ii) Buyer on the one hand and the Parent and Sellers on the other hand will promptly notify the other party of any action, suit or proceeding that will be instituted or threatened against such party or the Company to restrain, prohibit or otherwise challenge the legality of any of these transactions. Parent or Sellers will promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against Sellers relating to the Stock or the Company, or the Company and of any material damage, destruction or other casualty, whether or not insured, to the Assets. As used in the preceding sentence, "material" means an amount more than $5,000 for any single occurrence and more than $15,000 in the aggregate.
Preservation of Representations and Warranties. Each of the Parties will refrain from taking any action which would render any representation or warranty contained in this Agreement inaccurate or untrue as of the Closing Date and will use diligent efforts to keep such representations and warranties true and correct. Each Party will promptly notify the other upon discovery of any inaccuracy of any representation or warranty hereunder and will commence to diligently remedy such inaccuracy to the extent such remedy is practical. Such notification will not be deemed a modification or waiver of the representation and warranty.
Preservation of Representations and Warranties. From the date of this Agreement and through the Closing Date, no Target shall take any action that would result, or is likely to result, in any of the representations and warranties set forth in Section 4 being untrue, or in any of the conditions precedent set forth in Section 6.1 not being satisfied.
