Disclosure of Misrepresentations and Breaches Sample Clauses

Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or Shareholder hereunder are determined by Seller or Shareholder to have been incorrect when made, or are determined by Seller or Shareholder to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller or Shareholder contained in this Agreement have not been complied with timely, then Seller and Shareholder shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (i) under Articles 10 and 17 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (ii) to enforce any rights or remedies it may have hereunder).
AutoNDA by SimpleDocs
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or any of the Shareholders hereunder are determined by Seller or any of the Shareholders to have been incorrect when made, or are determined by Seller or any of the Shareholders to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller and each of the Shareholders contained in this Agreement have not been complied with timely, then Seller or the Shareholders, as the case may be, shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (a) under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (b) to enforce any rights or remedies it may have hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Sellers or Shareholder hereunder are determined by Sellers or Shareholder to have been incorrect when made, or are determined by Sellers or Shareholder to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Sellers or Shareholder contained in this Agreement have not been complied with timely, then Sellers and Shareholder shall immediately notify
Disclosure of Misrepresentations and Breaches. If Sellers or Stockholder acquire Knowledge that any of the representations or warranties made hereunder were incorrect when made, or have become incorrect as of any date subsequent to the date hereof, or that Sellers or Stockholder have not complied or will be unable to comply with any covenants contained in this Agreement, then Sellers and Stockholder shall promptly notify Purchaser to such effect (provided that such notice shall in no way limit any of the rights or remedies of Purchaser hereunder). Purchaser and PGT agree to promptly notify Sellers and Stockholder if they acquire Knowledge of any such misrepresentations or breaches hereunder by Sellers or Stockholder (provided that such notice shall in no way limit any of the rights or remedies of Purchaser and PGT hereunder, and the failure to give such notice shall not give rise to any remedies on the part of Sellers or Stockholder or otherwise limit their obligations hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller hereunder are determined by Seller to have been incorrect when made, or are determined by Seller to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller contained in this Agreement have not been complied with timely, then Seller shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (a) under Articles 10 and 18 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (b) to enforce any rights or remedies it may have hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller, Principal or Member hereunder are determined by Seller, Principal or Member to have been incorrect when made, or are determined by Seller, Principal or Member to be incorrect as of any date subsequent to the Effective Date, or if any of the covenants of Seller, Principal or Member contained in this Agreement have not been complied with in a timely manner, then Seller, Principal or Member shall notify Purchaser to such effect in a timely manner (provided that such notice shall in no way limit the rights of Purchaser (a) under Article 16 to terminate this Agreement or refuse to consummate the Transaction or (b) to enforce any rights or remedies it may have hereunder).
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or Shareholder hereunder are determined by Seller or Shareholder to have been incorrect when made, or are determined by Seller or Shareholder to be incorrect as of any date subsequent to the date hereof, or if any of the covenants of Seller or Shareholder contained in this Agreement have not been complied with timely, then Seller and Shareholder shall immediately notify Purchaser to such effect (provided that such notice shall in no way limit the rights of Purchaser (a) under Articles 10 and 17 to terminate this Agreement or refuse to consummate the transactions contemplated hereby or (b) to enforce any rights or remedies it may have hereunder). Notwithstanding the foregoing, is Seller provides written Notice to Purchaser that a material representation or warranty of Seller or Shareholder is incorrect prior to the Closing, the sole remedy that Purchaser may have is to either terminate this Purchase Agreement or enter into a mutual agreement with Seller and Shareholder regarding an adjustment of the Purchase Price.
AutoNDA by SimpleDocs
Disclosure of Misrepresentations and Breaches. If any of the representations or warranties of Seller or Member hereunder are determined by Seller or Member to have been incorrect when made, or are determined by Seller or Member to be incorrect as of any date subsequent to the Disclosure Effective Date, or if any of the covenants of Seller or Member contained in this Agreement have not been complied with in a timely manner, then Seller and Member shall notify Purchasers to such effect in a timely manner (provided that such notice shall in no way limit the rights of Purchasers under Article 16 to terminate this Agreement or under Article 10 to refuse to consummate the Transaction). Unless Purchasers have the right to terminate this Agreement pursuant to Article 16.2(b) below by reason of the matters made the subject of such notice and exercises that right within the applicable Review Period as set forth in Article 16.2(b) below, the written notice pursuant to this Article 8.4 will be deemed to have amended the Page 26 of 48 Disclosure Schedule, to have qualified the representations and warranties contained in Article 4 above, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the development.

Related to Disclosure of Misrepresentations and Breaches

  • Misrepresentations Borrower or any Person acting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

  • No Misrepresentations The reports and other submittals by Seller to Buyer under this Agreement are not false or misleading in any material respect.

  • No Misrepresentation The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investors pursuant to this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • No Misrepresentation or Breach of Covenants and Warranties There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein, and each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the Closing Date as though made on the Closing Date. There shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed by Buyer.

  • Misrepresentation Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

  • Disclosure of Material Matters Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral including, without limitation, any Borrower's reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or HFF, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or HFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

  • Breach by Seller In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser’s default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser.

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Breaches In the event of any alleged breach of this Appendix the matter shall be referred to the Disputes Board in accordance with Clause 12.2.7 of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.