Common use of Changes in Representations and Warranties Clause in Contracts

Changes in Representations and Warranties. Between the date of this Agreement and the Closing Date, Shareholder shall not and neither Sellers nor Shareholder shall permit Sellers to, enter into any transaction, take any action, or by inaction, permit an event to occur, which would result in any of the representations and warranties of Sellers or Shareholder herein contained not being true and correct at and as of (i) the time immediately following the occurrence of such transaction or event or (ii) the Closing Date. Sellers and Shareholder shall promptly give written notice to Buyer upon becoming aware of (A) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (B) any impending or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable efforts to remedy same.

Changes in Representations and Warranties. Between the date of this Agreement and the Closing Date, Shareholder Sellers shall not, and Sellers shall not and neither Sellers nor Shareholder shall permit Sellers the Company to, enter into any transaction, take any action, or by inaction, inaction permit an event to occur, which would result in any of the representations and warranties of Sellers or Shareholder herein contained not being true and correct in all material respects at and as of (i) the time immediately following the occurrence of such transaction or event or (ii) the Closing Date. Sellers and Shareholder shall promptly give written notice to Buyer upon becoming aware of (Ax) any fact which, if known on the date hereof, would have been required to be set forth or disclosed pursuant to this Agreement, and (By) any impending or threatened breach in any material respect of any of the representations and warranties contained in this Agreement and with respect to the latter shall use all reasonable their best efforts to remedy same.