Common use of Preserve Accuracy of Representations and Warranties Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stats Chippac Ltd.), Asset Purchase Agreement (Lsi Corp)

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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 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 Parent shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against Seller Parent or MedSurg which would have been listed in Schedule 5.19 5.22 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/)

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 Articles 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 5.20 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Food Group Inc)

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 Article 4 or VI 5 of this Agreement inaccurate not to be true and correct in all material respects 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 is threatened, brought, asserted or commenced against Seller which would have been listed set forth in Schedule 5.19 4 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trimble Navigation LTD /Ca/)

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Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall refrain from taking any action which would is intended to render any representation or warranty contained in ARTICLE V Section 3 or VI Section 4 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 Purchaser 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 3.15 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Accumed International Inc)

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 Article 4 or VI 5 of this Agreement inaccurate not to be true and correct in all material respects as of the Closing Date. Each party Party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such party 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 is threatened, brought, asserted or commenced against Seller which would have been listed set forth in Schedule 5.19 4.10 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zhone Technologies Inc)

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