Representations and Warranties; Material Adverse Damage Sample Clauses

Representations and Warranties; Material Adverse Damage. If any of the representations and warranties set forth in Article 3 are not true and correct on the Closing Date, or physical damage occurs to any of the Petroleum and Natural Gas Rights, Tangibles or Miscellaneous Interests and the uninsured portions of the cost of repair is less than $3 Million, (or more than $3 Million and the Parties agree to reduce the Purchase Price by such amount) as the case may be, then, subject to Articles 6 and 7, the Unadjusted Purchase Price shall be decreased at Closing by an amount equal to the cost, if any, of making the representations and warranties true and correct on the Closing Date and of the uninsured costs of repair, as the case may be, and the Parties shall in good faith attempt to agree on the said amounts. If the Parties are unable to agree on either or both of the said amount or amounts, the said amount or amounts shall be settled by arbitration in accordance with Article 13 and the Closing Date shall be extended in order for the arbitration proceedings to be conducted and the arbitrator's decision to be rendered. The Parties shall use their best efforts to cause the arbitration proceedings to be conducted and the arbitrator's decision to be rendered within 20 Business Days. For the purposes of a dispute as to the said amount under this Section 2.9, the notice period contemplated in Section 13.1(b) shall be 1 Business Day.
Sample 1
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Related to Representations and Warranties; Material Adverse Damage

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties of the Owner The Owner, as a condition to the consummation of the transactions contemplated hereby, makes the following representations and warranties to the Servicer as of each Closing Date:

  • Representations and Warranties; No Default On the Amendment Effective Date, after giving effect to the amendment of the Loan and Security Agreement contemplated hereby:

  • Representations and Warranties True The representations and warranties of the Seller hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

  • Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:

  • Representations, Warranties and Agreements of the Purchaser The Purchaser hereby represents and warrants to, and agrees with, the Company as follows:

  • REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof:

  • Representations and Warranties; No Defaults The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds thereof:

  • Representations and Warranties of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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