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. 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Streamline Com Inc), Asset Purchase Agreement (Peapod Inc)

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Preserve Accuracy of Representations and Warranties. Each of the parties 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 Party shall promptly notify the other Parties 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. The Sellers and the Shareholders shall promptly notify the Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against any Seller Sellers which would have been listed in SCHEDULE 5.22 any Schedule hereto if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Steiner Leisure LTD)

Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall use their reasonable best efforts to refrain from taking any action which that 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. Sellers Seller shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against any Seller of which Seller obtains knowledge and that would have been listed in SCHEDULE 5.22 Section 5.18 of the Disclosure Schedule if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medicalogic/Medscape Inc)

Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall use its best efforts to 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 is 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 required to be listed in SCHEDULE 5.22 the Legal Proceedings Schedule if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (St Jude Medical Inc)

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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 V or VI of this Agreement inaccurate in any material respect 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 Seller 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 5.10 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ecc International Corp)

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 2 or VI 3 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 Seller shall promptly notify Buyer of any lawsuit, claim, proceeding or investigation that may be is threatened, brought, asserted or commenced against any Seller which would have been listed in SCHEDULE 5.22 Schedule 2.21 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gaylord Entertainment Co)

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