Uncured Inaccuracy definition

Uncured Inaccuracy with respect to a representation or warranty of a party to the Agreement as of a particular date shall be deemed to exist only if such representation or warranty shall be inaccurate as of such date as if such representation or warranty were made as of such date, and the inaccuracy in such representation or warranty shall not have been cured since such date; provided, however, that if such representation or warranty by its terms speaks as of the date of the Agreement or as of another specific date, then there shall not be deemed to be an Uncured Inaccuracy in such representation or warranty unless such representation or warranty shall have been inaccurate as of the date of the Agreement or such other specific date, respectively, and the inaccuracy in such representation or warranty shall not have been cured since such date.
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Uncured Inaccuracy with respect to a representation or warranty of a party to this Agreement as of a particular date will be deemed to exist only if such representation or warranty is inaccurate as of such date as if such representation or warranty were made as of such date; provided, however, that if such representation or warranty by its terms speaks as of the date of this Agreement or as of another particular date, then there will not be deemed to be an Uncured Inaccuracy in such representation or warranty unless such representation or warranty was inaccurate as of the date of this Agreement or such other particular date, as applicable.
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Uncured Inaccuracy with respect to a representation or warranty of a party to the Agreement as of a particular date shall be deemed to exist only if such representation or warranty shall be inaccurate as of such date as if such representation or warranty were made as of such date, and the inaccuracy in such representation or warranty shall not have been cured since such date.
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Examples of Uncured Inaccuracy in a sentence

  • In connection with any breach, Uncured Inaccuracy, termination or expiration of this Agreement, failure to consummate the Offer or any claim, suit, proceeding, litigation or action relating thereto, Parent, the Purchaser and their affiliates shall not, under any circumstances, be obligated to pay to the Company more than the Parent Termination Fee.


More Definitions of Uncured Inaccuracy

Uncured Inaccuracy will be deemed to exist with respect to a representation or warranty of the Company set forth in Section 4.02(a), the first and last sentence of Section 4.02(d), the first sentence of Section 4.02(e) (Capitalization), and Section 4.02(f) if (and only if) (i) such representation or warranty is inaccurate as of a particular date and (ii) the Company has had at least ten (10) Business Days to cure such inaccuracy (or, if the Closing is required to occur within such ten (10) Business Day period, then the Company will be deemed to have until the Outside Date) and failed to do so without the payment of any amounts by any Company Entity or Subsidiary thereof.
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Uncured Inaccuracy with respect to a representation or warranty of a party to this Agreement as of a particular date shall be deemed to exist only if such representation or warranty shall be inaccurate as of such date as if such representation or warranty were made as of such date, and the inaccuracy in such representation or warranty shall not have been cured since such date; provided, however, that if such representation or warranty by its terms speaks as of the date of this Agreement or as of another specific date, then there shall not be deemed to be an Uncured Inaccuracy in such representation or warranty unless such representation or warranty shall have been inaccurate as of the date of this Agreement or such other specific date, respectively, and the inaccuracy in such representation or warranty shall not have been cured since such date. 8.5
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Uncured Inaccuracy means with respect to a representation or warranty of a party to the Merger Agreement as of a particular date shall be deemed to exist only if such representation or warranty shall be inaccurate as of such date as if such representation or warranty were made as of such date, and the inaccuracy in such representation or warranty shall not have been cured in all material respects since such date; provided, however, that if such representation or warranty by its terms speaks as of the date of the Merger Agreement or as of another particular date, then there shall not be deemed to be an Uncured Inaccuracy in such representation or warranty unless such representation or warranty shall have been inaccurate as of the date of the Merger Agreement or such other particular date, respectively, and the inaccuracy in such representation or warranty shall not have been cured in all material respects since such date.
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Uncured Inaccuracy means any breach or inaccuracy in a representation or warranty of a Party set forth in Article IV or Article V, as applicable; provided, however, that if such representation or warranty by its terms speaks as of the date of the Agreement or as of another specified date, then there shall not be deemed to be an Uncured Inaccuracy in such representation or warranty unless such representation or warranty shall have been or is inaccurate or breached as of such specified date.
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Related to Uncured Inaccuracy

  • Material Defect As defined in Section 2.02(c) hereof.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Material Document Defect As defined in Section 2.03(a) of this Agreement.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Unconfirmed Servicing Defect With respect to any Reference Obligation, the existence of the following, as determined by Xxxxxxx Mac in its sole discretion, (a) there is a violation of the servicing guidelines and other requirements in the Xxxxxxx Mac Single Family Seller/Servicer Guide (the “Guide”, as modified by the terms of the related servicer’s contract, including any related terms of business (“TOBs”)); and (b) Xxxxxxx Mac has issued a notice of defect, repurchase letter or a repurchase alternative letter related to the servicing breach. For the avoidance of doubt, Reference Obligations with minor technical violations, which in each case Xxxxxxx Mac determines to be acceptable Reference Obligations, may not result in an Unconfirmed Servicing Defect.

  • Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;

  • Seller Default has the meaning set forth in Section 12.1.

  • Latent Defect means a defect, inherently lying within the material or arising out of design deficiency, which do not manifest themselves and/or was not reasonably discoverable during Defect Liability period.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Document Defect As defined in Section 2.03(a).

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Major Defect means a condition that exists on a ground ambulance vehicle that requires the Department or the certificate holder to place the ground ambulance vehicle out-of-service.

  • Nonconformity or “Nonconformities” means any failure or failures of the Software to conform to the requirements of this Contract, including any applicable Documentation.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Non-Breaching Party has the meaning set forth in Section 9.2.1.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Warranty means a warranty made solely by the manufacturer,

  • Warranty Event As to any Asset, the discovery that as of the related Cut-Off Date or Funding Date there had existed a breach of any representation or warranty relating to such Asset and the continuance of such breach through any applicable determination date or beyond any applicable cure period.

  • Consistent Failure means any of:

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Cure Period means the period specified in this Agreement for curing any breach or default of any provision of this Agreement by the Party responsible for such breach or default and shall:

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Minor defect means a defect which is not a Major Defect.