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.
Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall refrain from taking any action which would render any representation or warranty contained in Articles 5 or 6 of this Agreement inaccurate as of the Closing Date. Each party hereto shall promptly notify the other of any proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of the
Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall maintain the truth and accuracy of the representations and warranties made by such party in this Agreement. Each of the parties hereto shall refrain, and shall cause each Person and Subsidiary controlled by such party to refrain, from any act or omission that would or could render any representation or warranty made by such party not true and accurate at the Closing Date.
Preserve Accuracy of Representations and Warranties. Each Party shall refrain from taking any action which would render any representation and warranty contained in Chapters 3 and 4 of this Agreement inaccurate in any material respect on the Closing Date.
Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall refrain from taking any action which would render any representation or warranty contained in ARTICLE V or VI of this Agreement inaccurate as of the Closing Date. Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. Seller shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against Seller which would have been listed in Schedule 5.19 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.
Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall refrain from taking any action which would render any representation or warranty contained in ARTICLE V or VI of this Agreement inaccurate as of the Closing Date. Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. Sellers shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against any Seller which would have been listed in SCHEDULE 5.22 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.
Preserve Accuracy of Representations and Warranties. Seller shall refrain from taking any action which would render any representation and warranty contained in Article 3 hereof untrue, inaccurate or misleading as of Closing. Seller will promptly notify Buyer of any lawsuit, claim, administrative action or other proceeding asserted or commenced against Seller that may involve or relate in any way to Seller, the Assets or the operation of the Facility. Seller shall promptly notify Buyer of any facts or circumstances that come to Seller’s attention and that cause, or through the passage of time or the giving of notice or either, may cause any of Seller’s representations and warranties to be untrue or misleading at any time from the date hereof through Closing.
Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall refrain from taking any action which would render any representation or warranty made by such party herein inaccurate in any material respect as of the Closing Date. Each party shall promptly notify the other party of any lawsuit, proceeding, claim or investigation that may be threatened, brought, asserted or commenced against the notifying party involving in any way the transactions contemplated by this Agreement.
Preserve Accuracy of Representations and Warranties. Each of the --------------------------------------------------- parties hereto shall refrain from knowingly taking any action which would render any representation, warranty or covenant contained in Article 2 or 3 of this Agreement inaccurate as of the Closing Date or from not fulfilling any covenant set forth in Article 4. Seller shall refrain from knowingly taking any action which would render any representation, warranty or covenant made by it under the Xxxxxx Agreement inaccurate or unfulfilled as of the Closing Date. Each party shall promptly notify the other of any (a) event or condition which would render any representation or warranty set forth in Article 2 or 3 untrue or in breach or would cause any covenant in Article 2 or 3 to be unfulfilled, (b) any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement or (c) any notice of or existence of any representation or warranty set forth in Articles III, IV and V of the Xxxxxx Agreement and any covenant contained in Article VI of the Xxxxxx Agreement being untrue or unfulfilled. Not in limitation of the foregoing, between the date of execution of this Agreement and the Closing Date, Seller shall not, without the prior written approval of Buyer, (i) make, and shall not authorize Xxxxxx, FMT or their Affiliates to make, any material changes, individually or in the aggregate, in connection with the System, (ii) take, approve or waive any of the actions in connection with the System for which Seller's approval or consent is required under the Xxxxxx Agreement or (iii) amend the Xxxxxx Agreement in any way which shall impair or adversely affect, individually or in the aggregate, in any material respect, the System or Assets or any right of Buyer or Seller hereunder. Seller will also keep Buyer apprised of all actions or inactions of Xxxxxx or FMT, of which Seller has knowledge, with respect to the System or the Assets, which may not be considered in the ordinary of business of the System.
Preserve Accuracy of Representations and Warranties. Purchaser shall refrain from any action or inaction that would render any representation or warranty contained in Article 3 inaccurate as of the Closing Date.
