Margin Inaccuracy Clause Samples

Margin Inaccuracy. If any annual audited financial statements delivered under Clause 22.8(d)(i) (Financial Statements) demonstrate that the Margin: (a) should have been varied in accordance with Clause 9.7 (Margin Adjustment) when it has not been; or (b) should not have been varied in accordance with Clause 9.7 (Margin Adjustment) when it has been, in either case by reason of an inaccuracy in the relevant financial statements for an Accounting Quarter, the Parent shall pay to the Agent for the account of the Banks such additional amount of interest as would have been payable had the Margin been set at the correct level as demonstrated by the audited financial statements.
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Margin Inaccuracy. If any annual audited financial statements delivered under Clause 19.4 (Financial Statements) demonstrate that the Margin: (a) should have been varied in accordance with Clause 6.5 (Margin Adjustment) when it has not been; or (b) should not have been varied in accordance with Clause 6.5 (Margin Adjustment) when it has been, in either case by reason of an inaccuracy in the Relevant Monthly Management Accounts, payments of interest shall following receipt of the relevant audited financial statements by the Facility Agent be adjusted by such amount as the Facility Agent shall determine is necessary to give effect to the correct variation in the Margin as demonstrated by the audited accounts. The Facility Agent’s determination of the adjustments payable under this Clause 6.6 shall be prima facie evidence of such adjustments and the Facility Agent shall provide Bidco with reasonable details of the calculation of such adjustments.
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Margin Inaccuracy. If any annual audited financial statements delivered under Clause 16.6(d) (Financial Statements) demonstrate that the Margin: (a) should have been varied in accordance with Clause 6.6 (Margin Adjustment) when it has not been; or (b) should not have been varied in accordance with Clause 6.6 (Margin Adjustment) when it has been, in either case by reason of an inaccuracy in the relevant quarterly consolidated financial statements, payments of interest shall following receipt of the relevant audited financial statements by the Facility Agent be adjusted (downwards or, as the case may be, upwards) by such amount as the Facility Agent shall determine is necessary to give effect to the correct variation in the Margin as demonstrated by the audited financial statements. The Facility Agent’s determination of the adjustments payable under this Clause 6.7 (Margin Inaccuracy) shall, save in the case of manifest error, be conclusive and the Facility Agent shall provide the Obligors’ Agent with reasonable details of the calculation of such adjustments.
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Related to Margin Inaccuracy

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Preserve Accuracy of Representations and Warranties Each party hereto will refrain from taking any action which would render any of its representations and warranties contained in this Agreement untrue, inaccurate or misleading as of Closing and the Effective Time. Through Closing, each party will promptly notify the other parties of any lawsuit, claim, audit, investigation, administrative action or other proceeding asserted or commenced against such party that may involve or relate in any way to another party to this Agreement. Each party hereto will promptly notify the other parties of any facts or circumstances that come to its attention and that cause, or through the passage of time may cause, any of a party's representations, warranties or covenants to be untrue or misleading at any time from the date hereof through Closing.

  • Corrections to Factual Inaccuracies In the event that the LEA determines that the Provider is maintaining Student Data that contains a factual inaccuracy, and Provider cooperation is required in order to make a correction, the LEA shall notify the Provider of the factual inaccuracy and the correction to be made. No later than 90 calendar days after receiving the notice of the factual inaccuracy, the Provider shall correct the factual inaccuracy and shall provide written confirmation of the correction to the LEA.

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.