Breaches of Representations Sample Clauses

Breaches of Representations. Any material representation, warranty or certification made by the Company herein or in the Purchase Agreement or in any certificate, report, document, agreement or instrument delivered pursuant to any provision hereof or thereof shall prove to have been false or materially incorrect on the date or dates as of which made; or
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Breaches of Representations. 31 5.4 Conduct of Business Pending the Effective Time--Old Kent . . . 32 5.5 Conduct of Business Pending the Effective Time--First Evergreen. . . . . . . . . . . . . . . . . . . . . . . . . . . 32 5.6
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Breaches of Representations. While this Plan of Merger is in effect, if either Old Kent or First Evergreen becomes aware of any facts or of the occurrence or impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in Article III or IV, respectively, subject to the exceptions contained in the First Evergreen Disclosure Statement or the Old Kent Disclosure Statement, respectively, to become untrue or incomplete, or (b) would have caused one or more of such representations and warranties to be untrue or incomplete had such facts been known or had such event occurred prior to the execution of this Plan of Merger, then such party (the "BREACHING PARTY") shall immediately give detailed written notice of its breach or potential breach, including a detailed description of the underlying facts or events, to the other party; and unless waived by the other party in writing, the Breaching Party shall use all reasonable efforts to take remedial or preventative action in order that such representations and warranties will be true and complete at the Closing. No remedial action taken by a Breaching Party shall be deemed to cure a breach of any representation or warranty given by the Breaching Party in this Plan of Merger, unless such cure is to the reasonable satisfaction of the non-Breaching Party.
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Breaches of Representations. Each party recognizes that one party's --------------------------- breach of any of the representations and warranties contained in this Settlement Agreement will cause damage to the other party, and thus agrees to compensate, indemnify and hold harmless the other party for any breach of any representation or warranty.
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Breaches of Representations. If one Party believes the other Party has breached a representation set forth in this Agreement, the Party alleging the breach, shall give the other Party notice of the breach on or before five days prior to Closing, together with a detailed description of the breach and supporting documentation. The Parties’ remedies for breaches of representation are set forth in Section 4.6 for that Section and generally in Sections 6.2 and 6.3 and ARTICLE 7.
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Breaches of Representations. A representation or warranty made or deemed to have been made hereunder by Omega or Telerate (as the case may be) proves to have been false or misleading in any material respect when made and the effects of the materially false or misleading representations and warranties are material and adverse to the other party and such effects cannot be cured or eliminated within a reasonable period of time after notice thereof.
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Breaches of Representations 
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Related to Breaches of Representations

  • Notification of Breaches of Representations and Warranties Upon discovery by the Custodian of a breach of any representation or warranty made by the Seller or the Master Servicer as set forth in the Pooling and Servicing Agreement, the Custodian shall give prompt written notice to the Seller, the Master Servicer and the Trustee.

  • Breach of Representations In entering into this Agreement, Consultant acknowledges that County is materially relying on the representations, warranties, and certifications of Consultant stated in this article. County shall be entitled to recover any damages it incurs to the extent any such representation or warranty is untrue. In addition, if any such representation, warranty, or certification is false, County shall have the right, at its sole discretion, to terminate this Agreement without any further liability to Consultant, to deduct from the compensation due Consultant under this Agreement the full amount of any value paid in violation of a representation or warranty, and to recover all sums paid to Consultant under this Agreement. Furthermore, a false representation may result in debarment from County’s procurement activities.

  • Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

  • Exclusivity of Representations The representations and warranties made by the Seller in this Agreement are the exclusive representations and warranties made by the Seller. The Seller hereby disclaims any other express or implied representations or warranties.

  • Termination of Representations and Warranties The representations and warranties of the parties set forth in this Agreement shall terminate at the Effective Time.

  • Rights of Representation Paragraph 1: At any level of the grievance procedure, at the grievant’s option the grievant shall be represented by the UTW, himself/herself, legal counsel or another person selected by the grievant. Provided, however, if an attorney is going to be present at a Level Two hearing for either the administration or UTW, the other side will be notified at least three (3) days prior to the hearing.

  • Expiration of Representations and Warranties All representations and warranties made pursuant to this Merger Agreement shall expire with, and be terminated and extinguished by, the mergers at the Closing Date.

  • Confirmation of Representations Borrower shall deliver, in connection with any Securitization, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Mortgage Borrower, Senior Mezzanine Borrower, Borrower and Holdings as of the date of the Securitization.

  • Survival of Representations All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

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