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 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. Each of the --------------------------------------------------- parties hereto (i) shall refrain from knowingly taking any action which that would render any representation, warranty of its representations or covenant warranties contained in Article 2 or 3 of this Agreement inaccurate as of the Closing Date or from not fulfilling in 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 material respect at all times through the Closing Date, (ii) shall use its commercially reasonable efforts to cause all of its representations and warranties in this Agreement to remain true and correct at all times through the Closing Date, (iii) shall use its commercially reasonable efforts to cause all conditions to the obligations of the other parties hereto to consummate the transactions contemplated hereby set forth herein to be satisfied, and (iv) shall take all actions that may be reasonably necessary in order to consummate the transactions contemplated by this Agreement in accordance with the terms hereof and to comply with applicable Law. Each party shall promptly notify the other in writing 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 Agreement, (b) any development causing a breach of any of the representations and warranties of such party in Articles 4 or 5 hereof, as applicable, or (c) any notice of action, suit, claim, proceeding or existence of any representation investigation that may, to its knowledge, be threatened, or warranty set forth may be brought, asserted or commenced against such party which would have been disclosed in Articles III4 or 5 hereof, IV and V of as applicable, if such action, suit, claim, proceeding or investigation had arisen prior to the Xxxxxx Agreement and any covenant contained in Article VI of the Xxxxxx Agreement being untrue or unfulfilleddate hereof. Not in limitation of Notwithstanding the foregoing, between the date of execution of no disclosure by any party pursuant to this Section 6.1 shall be deemed to amend or supplement this Agreement and the Closing Dateor to prevent or cure any misrepresentation, Seller shall not, without the prior written approval breach of Buyer, (i) make, and shall not authorize Xxxxxx, FMT warranty or their Affiliates to make, any material changes, individually or in the aggregate, in connection with the System, (ii) take, approve or waive any breach 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 Systemcovenant herein.

Preserve Accuracy of Representations and Warranties. (a) Each of the --------------------------------------------------- parties hereto Buyer and Seller shall refrain from knowingly taking any action which would render any representation, representation or 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 of Buyer and Seller 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 Agreement. Each party hereto shall promptly notify the other of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against the Company, Seller or Buyer, as the case may be, that would have been listed in Schedule 5.13 or Schedule 6.3, as the case may be, if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof. (cb) Seller shall give notice to Buyer promptly after becoming aware of (i) the occurrence or non-occurrence of any notice of event whose occurrence or existence of non-occurrence causes any representation or warranty set forth in Articles III, IV and V of the Xxxxxx Agreement and any covenant Seller contained in Article VI of the Xxxxxx this Agreement being to be untrue or unfulfilled. Not inaccurate in limitation of the foregoing, between any material respect at any time from the date of execution of this Agreement and hereof to the Closing Date, Seller shall not, without the prior written approval of Buyer, (i) makeDate and which remains uncured for longer than 5 days, 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) takeany material failure of Seller or the Company or any Subsidiary or any officer, approve director, employee or waive agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section shall not limit or otherwise affect any of the actions in connection with the System for which Seller's approval rights 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 hereunderremedies available hereunder to Buyer. 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.28 Section 7.3

Preserve Accuracy of Representations and Warranties. Each of the --------------------------------------------------- parties hereto (i) shall refrain from knowingly taking any action which that would render any representation, warranty of its representations or covenant warranties contained in Article 2 or 3 of this Agreement inaccurate as of the Closing Date or from not fulfilling in 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 material respect at all times through the Closing Date, (ii) shall use its commercially reasonable efforts to cause all of its representations and warranties in this Agreement to remain true and correct at all times through the Closing Date, (iii) shall use its commercially reasonable efforts to cause all conditions to the obligations of the other parties hereto to consummate the transactions contemplated hereby set forth herein to be satisfied, and (iv) shall take all actions that may be reasonably necessary in order to consummate the transactions contemplated by this Agreement in accordance with the terms hereof and to comply with applicable Law. Each party shall promptly notify the other in writing 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 Agreement, (b) any development causing a breach of any of the representations and warranties of such party in Articles 4 or 5 hereof, as applicable, or (c) any notice of action, suit, claim, proceeding or existence of any representation investigation that may, to its knowledge, be threatened, or warranty set forth may be brought, asserted or commenced against such party which would have been disclosed in Articles III4 or 5 hereof, IV and V of as applicable, if such action, suit, claim, proceeding or investigation had arisen prior to the Xxxxxx Agreement and any covenant contained in Article VI of the Xxxxxx Agreement being untrue or unfulfilleddate hereof. Not in limitation of Notwithstanding the foregoing, between the date of execution of no disclosure by any party pursuant to this Section 6.1 shall be deemed to amend or supplement this Agreement and the Closing Dateor to prevent or cure any misrepresentations, Seller shall not, without the prior written approval breach of Buyer, (i) make, and shall not authorize Xxxxxx, FMT warranty or their Affiliates to make, any material changes, individually or in the aggregate, in connection with the System, (ii) take, approve or waive any breach 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 Systemcovenant herein.

Preserve Accuracy of Representations and Warranties. Each of the --------------------------------------------------- parties hereto shall refrain from knowingly taking any action which would render any representation, representation or warranty or covenant contained made by such party 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 Initial 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 Agreement. The Parent Companies shall promptly notify Corn Products of (ci) any notice lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against any of the Companies which would have been listed in Schedule 4.19 if such lawsuit, claim, proceeding or existence of investigation had arisen prior to the date hereof and (ii) any other event or matter which becomes known to either Parent Company and would cause any other 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 IV to be 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. Corn Products shall promptly notify the Parent Companies of (i) any lawsuit, the System claim, proceeding or Assets investigation that may be threatened, brought, asserted or any right of Buyer commenced against Corn Products which would have been listed on Schedule 5.10(b) if such lawsuit, claim, proceeding 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 investigation had arisen prior to the System date hereof and (ii) any other event which becomes known to Corn Products and would cause any other representation or the Assets, which may not warranty contained in Article V to be considered untrue in the ordinary of business of the Systemany material respect.

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.