RIGHT TO AMEND REPRESENTATIONS Sample Clauses

RIGHT TO AMEND REPRESENTATIONS. Seller shall have the right from time to time prior to the Closing by notice to Purchaser to amend or supplement its qualifications to the representations and warranties in this Article IV, by amendment of the Schedules in the Disclosure Schedule or otherwise to reflect changes in facts or conditions or to correct any immaterial factual inaccuracies; provided, however, that no such amendment or supplement will be deemed to cure any breach of any representation or warranty made in this Article IV or have any effect on the conditions in Section 9.4(a) or remedies set forth in Section 11.2 with respect to any factual inaccuracy that existed when this Agreement was entered into but will be deemed to cure any breach or inaccuracy for all purposes under this Agreement arising from a change in facts or conditions after this Agreement was entered into so long as the change was not caused by Seller's breach of Articles VI and VII other than Section 6.5.
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RIGHT TO AMEND REPRESENTATIONS. Purchaser shall have the right from time to time prior to the Closing by notice to Seller to amend or supplement its qualifications to the representations and warranties in this Article V, by amendment of the Schedules hereto or otherwise to reflect changes in facts or conditions or to correct any immaterial factual inaccuracies; provided, however, that no such amendment or supplement will be deemed to cure any breach of any representation or warranty made in this Article V or have any effect on the conditions in Section 9.3(a) or remedies set forth in Section 11.3 with respect to any factual inaccuracy that existed when this Agreement was entered into but will be deemed to cure any breach or inaccuracy for all purposes under this Agreement arising from a change in facts or conditions after the date hereof so long as the change was not caused by Purchaser’s breach of this Agreement.
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RIGHT TO AMEND REPRESENTATIONS. Each of Seller and Purchaser shall have the right from time to time prior to the Closing by notice to the other party to amend or supplement its qualifications to the representations and warranties in this Article VIII, by amendment of the schedules attached hereto or otherwise to reflect changes in facts or conditions or to correct any immaterial factual inaccuracies; provided, however, that no such amendment or supplement will be deemed to cure any breach of any representation or warranty made in this Article VIII or have any effect on the conditions in Section 9.1(a)(ii) or Section 9.2(c) with respect to any factual inaccuracy that existed when this Agreement was entered into, but will be deemed to cure any breach or inaccuracy for all purposes under this Agreement arising from a change in facts or conditions after this Agreement was entered into so long as, in the case of Seller, the change was not caused by Seller’s breach of Article VIII or, in the case of Purchaser, the change was not caused by Purchaser’s breach of Section 5.2.
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RIGHT TO AMEND REPRESENTATIONS. Hickory shall have the right from time to time prior to the Closing by notice to Down REIT to amend or supplement its qualifications to the representations and warranties in this Article IV, by amendment of the Schedules in the Disclosure Schedule or otherwise to reflect changes in facts or conditions or to correct any immaterial factual inaccuracies; provided, however, that no such amendment or supplement will be deemed to cure any breach of any representation or warranty made in this Article IV or have any effect on the conditions in Section 9.4(a) or remedies set forth in Section 11.2 with respect to any factual inaccuracy that existed when this Agreement was entered into but will be deemed to cure any breach or inaccuracy for all purposes under this Agreement arising from a change in facts or conditions after this Agreement was entered into so long as the change was not caused by Hickory's breach of Articles VI and VII other than Section 6.5.
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RIGHT TO AMEND REPRESENTATIONS. Down REIT shall have the right from time to time prior to the Closing by notice to Hickory to amend or supplement its qualifications to the representations and warranties in this Article V, by amendment of the Schedules hereto or the Disclosure Schedule or otherwise, to reflect changes in facts or conditions or to correct any immaterial factual inaccuracies; provided, however, that no such amendment or supplement will be deemed to cure any breach of any representation or warranty made in this Article V or have any effect on the conditions in Section 9.3(a) or remedies set forth in Section 11.2 with respect to any factual inaccuracy that existed when this Agreement was entered into but will be deemed to cure any breach or inaccuracy for all purposes under this Agreement arising from a change in facts or conditions after this Agreement was entered into so long as the change was not caused by Down REIT's breach of Sections 3.2 and 6.4 and Article VII.
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Related to RIGHT TO AMEND REPRESENTATIONS

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • Representations and Warranties Incorporated by Reference Each of the representations and warranties (together with any related disclosure schedules thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Covenants, Warranties and Representations Each of the parties covenants, warrants and represents for itself as follows:

  • WARRANTIES AND REPRESENTATION 34.1 Neither of the Parties will be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of Xxxx Xxxxxxx, with respect to water and sewage issues only, Xxxxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • Representations, Warranties and Covenants of Holder Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • Right to Union Representation An employee shall have the right to Union representation if requested by the employee, only as provided below. There will be no exceptions to this rule. In any investigatory interview or discussion, conference or meeting with an employee who is the subject of an investigation which may lead to disciplinary action. At any disciplinary hearing, discussion, conference or meeting (including settlement discussions) with the employee who is the subject of the disciplinary hearing. Management shall allow reasonable time for the Union Representative to attend said meeting but in no case less than one (l) hour if there is a representative on duty at the worksite. If there is no Union representative on duty at the worksite, the employee shall be allowed at least four (4) hours to obtain a Union representative; however, the employee must sign a waiver extending the time limits for imposition of any disciplinary action by no more than one (l) workday, excluding weekends and holidays, for FLSA non-exempt employees and no more than five (5) workdays for FLSA exempt employees. Management shall ensure that an employee has an opportunity to exercise the right to secure Union representation. If the Union cannot or does not have a representative available within a reasonable period of time, the meeting may be conducted without representation. If the Employer disapproves release time for the representative under Article 4, the meeting shall be delayed until the representative is released from duty. The role of the Union Representative during an initial investigation interview conducted by Management is to assist in the clarification of questions and otherwise advise the employee of his/her rights. However, it is the employee who must answer the questions posed to him/her as best as possible, and under no circumstances may the Union Representative answer for the employee, dominate the meeting, or interfere with the Employer's investigating process. At a meeting to discuss mitigating circumstances or to impose disciplinary action or in the course of representing an employee who has filed a disciplinary appeal under SPP Title 11 or a grievance under SPP Title 12, the Union Representative may act as spokesperson on behalf of the employee with prior approval of the employee. An employee shall not have the right to a Union Representative in attendance during a discussion solely related to performance or during a performance review. The right to representation does include a criminal investigation.

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