Preserve Accuracy of Representations and Warranties; Notice of Developments Sample Clauses

Preserve Accuracy of Representations and Warranties; Notice of Developments. Each of the Parties shall (and the Seller shall cause the Company to) refrain from taking any action that would render any of their respective representations or warranties contained in this Agreement inaccurate as of the Closing Date or thereafter. The Seller will give prompt written notice to Buyer of any breach of any of the Seller’s representations, warranties, covenants or agreements contained herein, or any occurrence that might make any such representation or warranty inaccurate as of the Closing Date or thereafter. No disclosure by any Party pursuant to this Section 4.05, however, shall be deemed to amend or supplement any Exhibit or to relieve any Party for any breach of any representation or warranty or violation of any agreement or covenant.
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Preserve Accuracy of Representations and Warranties; Notice of Developments. (a) From the date of this Agreement through the Closing Date, each party will refrain from taking any action that would render any representation or warranty of such party contained herein inaccurate as of the Closing Date. Each party shall give prompt notice to the other parties (i) if any representation or warranty by such party contained in this Agreement shall have become untrue or inaccurate, (ii) of any failure of such party to comply with or satisfy any covenant, in each case such that the conditions to closing set forth in Section 9.2(b) or Section 9.2(c), in the case of Purchaser, or Section 9.3(b) or Section 9.3(c), in the case of Sellers or the Companies, would not be satisfied and (iii) of any action, suit or proceeding that may be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. In addition, from the date of this Agreement through the Closing Date, Sellers shall notify Purchaser of (x) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the Transactions, (y) any material default by Sellers or the Companies under any Material Contract or event, with notice or lapse of time or both, would become such a default on or prior to the Closing Date and of which Sellers have Knowledge and (z) any Material Adverse Effect. No disclosure by Sellers pursuant to this Section 6.11(a) shall be deemed to prevent or cure any misrepresentation, breach of warranty or breach of covenant.
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Preserve Accuracy of Representations and Warranties; Notice of Developments. Each of the Parties shall refrain from taking any action which would render any of their representations or warranties contained in this Agreement inaccurate as of the Closing Date. The Company will give prompt written notice to Newco of any breach of any of the Company's or the Shareholders' representations, warranties, covenants or agreements contained herein, or any occurrence which might make any such representation or warranty inaccurate as of the Closing Date. No disclosure by any Party pursuant to this Section 5(f), however, shall be deemed to amend or supplement any Disclosure Schedule or to relieve any Party for any breach of any representation or warranty or violation of any agreement or covenant.
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Related to Preserve Accuracy of Representations and Warranties; Notice of Developments

  • 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.

  • ACCURACY OF REPRESENTATIONS AND WARRANTIES AND COMPLIANCE WITH OBLIGATIONS The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.

  • 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.

  • Continuing Accuracy of Representations and Warranties Any obligation of the Agents to use their commercially reasonable efforts to sell the Shares on behalf of the Company as sales agents shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the conditions specified in Section 3 of this Agreement.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Accuracy of Representations and Warranties; Performance of Covenants Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date) and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true, correct and complete in all material respects as of such date), with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXX Xxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Xxxxxxxx Xxxxxxxx hereby represents and warrants to the Company as follows:

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