Change in matters represented Sample Clauses

Change in matters represented. The Issuer shall notify the Dealers as soon as practicable of anything which has or is reasonably likely to have rendered, or will or is reasonably likely to render, untrue or incorrect in any respect which is, in the context of the Programme or any issue of Notes, material any representation and warranty by the Issuer in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting.
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Change in matters represented. The Company shall forthwith notify the Bank of anything which at any time prior to payment of the Initial Payment to the Company on the Closing Date has or may have rendered, or will or may render, untrue or incorrect in any material respect any representation and warranty by the Company in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting.
Change in matters represented. The Issuer, the Guarantor and the Company shall forthwith notify the Joint Lead Managers of anything which at any time prior to the later of completion (in the view of the Joint Lead Managers) of the offer of the Notes and listing of the Notes on the SEHK has or may have rendered, or will or may render, untrue or incorrect in any respect any representation and warranty by the Issuer, the Guarantor and the Company in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting and take such steps as may be requested by the Joint Lead Managers to remedy and/or publicise the same.
Change in matters represented. The Issuer and the Guarantor shall forthwith notify the Managers of anything which has or may have rendered, or will or may render, untrue or incorrect in any respect any representation and warranty by the Issuer or the Guarantor in this Agreement.
Change in matters represented. 12.4.1 The Issuer shall forthwith notify the Bondholder of anything which at any time has or may have rendered, or will or may render, untrue, incorrect, inaccurate or misleading on the terms thereunder any Issuer Warranty as if it had been made or given at such time with reference to the facts and circumstances then subsisting.
Change in matters represented. The Issuer shall forthwith notify the Bookrunner of anything which at any time prior to the Closing Date has or may have rendered, or will or may render, untrue or incorrect in any respect any representation and warranty by the Issuer in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting.
Change in matters represented. Each of the Issuer and the Guarantor shall forthwith notify the Investor of anything which at any time prior to the Closing Date has or may have rendered, or will or may render, untrue or incorrect in any respect any Issuer and Guarantor Warranty as if it had been made or given at such time with reference to the facts and circumstances then subsisting.
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Change in matters represented. From the period beginning on the date hereof and ending 40 days after the Closing Date (both dates inclusive), the Issuer shall forthwith notify the Joint Bookrunners of any event or circumstance, and shall consult with the Joint Bookrunners with respect thereto, that has or may have rendered, or will or may render, untrue or incorrect in any respect any representation and warranty by the Issuer in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting and take such steps as may be requested by the Joint Bookrunners to remedy and/or publicise the same.
Change in matters represented. The Company shall notify the Investors immediately, of anything which at any time prior to Disbursement Date, has or may have rendered, untrue or incorrect in any respect any representation and warranty by the Company in this Agreement as if it had been made or given at such time with reference to the facts and circumstances then subsisting.

Related to Change in matters represented

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Manager's Representations The Manager represents and warrants that (i) it is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) it is not prohibited by the 1940 Act or the Investment Advisers Act from performing the services contemplated by this Agreement; (iii) it has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) it has the authority to enter into and perform the services contemplated by this Agreement, and (v) it will immediately notify the Sub-Advisor of the occurrence of any event that would disqualify the Manager from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Holder Representations The Holder hereby represents and warrants to the Company that:

  • Borrower’s Representations Borrower hereby represents and warrants to Lender as follows:

  • Company Board Representation Section 14(f). (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Purchaser representation on the Board of Directors equal to the product of the total number of directors on such Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser or any affiliate of Purchaser bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all action necessary to cause Purchaser's designees to be so elected, including either increasing the size of the Board of Directors or securing the resignations of incumbent directors or both. At such times, the Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the board of (i) each committee of the Board of Directors, (ii) each board of directors of each subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. Until Purchaser acquires a majority of the outstanding Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees.

  • Title Matters Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Executive’s Representation Executive hereby warrants and represents to the Company that Executive has carefully reviewed this Agreement and has consulted with such advisors as Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of Executive’s prior employment which would be breached or violated by Executive’s execution of this Agreement or by Executive’s performance of his duties hereunder.

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