Representation or Warranty Untrue Sample Clauses

Representation or Warranty Untrue. Prior to Closing, if any representation or warranty of any party is discovered to have been false, in any material respect, when made, then such discovery shall be a Seller default or a Purchaser default (as applicable), subject to any cure rights if applicable under Article 9. If, after the end of the Due Diligence Period and before the Closing, (a) such false representation or warranty shall constitute a condition that such defaulting party is capable of curing and (b) such defaulting party notifies the non-defaulting party in writing that it intends to cure such false representation or warranty, then such defaulting party shall have the right to cure such false representation or warranty prior to Closing and, if such condition is not cured by Closing (or if such defaulting party notifies the non-defaulting party that such condition cannot be cured), then the non-defaulting party shall have all of the rights set forth in Article 9, except no additional cure right for the defaulting party shall apply. However, if the non-defaulting party consummates the Closing with actual knowledge of a false representation or warranty by the defaulting party, such non-defaulting party shall be conclusively deemed to have waived such default and accepted such uncured condition, in which event the non-defaulting party shall have no rights or remedies after the Closing under this Agreement regarding such default and such representation and warranty shall automatically be deemed amended to fully and accurately state the actual facts and conditions then known or existing so that no fact or condition first discovered or notice received or events occurring after the Effective Date can or will constitute a breach by the defaulting party of any of the warranties or representations. Anything to the contrary contained in this Agreement notwithstanding, Purchaser acknowledges that for representations and warranties of Seller first discovered by Purchaser during the Due Diligence Period to have been false when made, after expiry of Seller’s cure right described above, Purchaser’s sole and exclusive remedy is to terminate this Agreement in accordance with its right of termination during the Due Diligence Period, following which Seller shall then be required to compensate Purchaser for One Hundred Percent (100%) of its actual and reasonable costs incurred to date (subject to the limitations described in Section 9.2 herein), in addition to the return of the Deposit.
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Representation or Warranty Untrue. Prior to Closing, if any representation or warranty of any party is discovered to have been false, in any material respect, when made, then such discovery shall be an event of default by the party that made the false representation or warranty and the non-defaulting party shall have all of the rights set forth in Article 10. However, if the non-defaulting party consummates the Closing with knowledge of such false representation or warranty, such non-defaulting party shall be conclusively deemed to have waived such default and accepted such uncured condition, in which event the non-defaulting party shall have no rights or remedies under this Agreement regarding such default and such representation and warranty shall automatically be deemed amended to fully and accurately state the actual facts and conditions then known or existing so that no fact or condition first discovered or notice received or events occurring after the Effective Date can or will constitute a breach by the defaulting party of any of the warranties or representations.
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Representation or Warranty Untrue. Prior to Closing, if any material representation or warranty of any party is discovered to have been false, in any material respect, when made, then such discovery shall be an event of default by the party that made the false representation or warranty. If, after the date of this Agreement and before the Closing, (a) such false representation or warranty shall constitute a condition that such defaulting party is capable of curing and (b) such defaulting party notifies the non-defaulting party in writing that it intends to cure such false representation or warranty, then such defaulting party shall have the right to cure such false representation or warranty prior to Closing and, if such condition is not cured by Closing (or if such defaulting party notifies the non-defaulting party that such condition can not be cured), then the non-defaulting party shall have all of the rights set forth in
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Representation or Warranty Untrue. If any of the representations or warranties contained in this Section 8 shall be materially untrue on the Closing Date, Purchaser may (i) waive any objection thereto and proceed to Closing, or (ii) terminate this Contract, whereupon the Deposit shall be returned to Purchaser and both parties shall be relieved from all further liability hereunder except for Purchaser’s indemnification obligations under Sections 6 and 25 hereof.
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Representation or Warranty Untrue. If any of the representations or warranties contained in this Section 9 shall be materially untrue on the Closing Date, Seller may (i) waive any objection thereto and proceed to Closing, or (ii) terminate this Contract, whereupon the Deposit shall be paid to Seller as liquidated damages (the parties hereby acknowledging that the precise amount of damages suffered by Seller in the event of such a default by Purchaser would be difficult or impossible to determine) and both parties shall be relieved from all further liability hereunder except for Purchaser’s indemnification obligations under Sections 6 and 25 hereof.
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Representation or Warranty Untrue. Any representation or warranty of the Mortgagor under this Mortgage is untrue or misleading in any material respect.
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Related to Representation or Warranty Untrue

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • No Representation or Warranty Seller and Financing Provider each recognizes and acknowledges that PG&E makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing Provider releases PG&E from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts.

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • Representation / Warranty a. All statements contained herein or made in the Proclamation of Sale or otherwise relating to the Property are made without responsibility on the part of the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents.

  • Warranty Except with respect to Software and unreleased parts, which includes prototypes, pre-release and sample parts, Seller warrants for a period of twelve (12) months from the date of original shipment (the “Warranty Period”) that the Products will operate in conformity with written performance specifications set forth on Seller’s most recently published product data sheet for the production version Product (the “Specifications”); provided, however, that this warranty shall not apply to any Product (i) which has been damaged, abused or misused physically or electrically (including, without limitation, by being operated outside the range of any environmental, power or operating parameters indicated on Seller’s data sheet), (ii) on which the trademark shall have been defaced or obliterated or (iii) which has been reworked or repaired by any party other than the Seller without Seller’s prior written authorization. Buyer shall request, in writing, a return material authorization (“RMA”) within the warranty period prior to returning any nonconforming Products. Any claim under this warranty must be submitted to and received by Seller within the Warranty Period. Seller’s issuance of an RMA will not commit Seller to the making of any repair or replacement hereunder. Requests for RMAs must list the types and quantities of all Products involved, the reason(s) the specific Product units are alleged to be defective or otherwise non-conforming, and provide any other information reasonably required by Seller concerning operating conditions involved and the period of use. In addition, the Order number and, where possible, the original invoice number covering the original purchase of the Products involved must also be identified on the RMA request. Returned Products must be shipped, transportation prepaid, by the most practical method of shipment. Shipping costs will be credited to the Buyer for all Products found to be subject to warranty adjustment. Excessive transportation costs will not be allowed. Seller can accept no billing for packing, inspection, labor charges or other incidental costs in connection with any Products returned. Unless otherwise requested by Xxxxx, returned Products found not subject to this warranty will be sent back to Buyer, transportation collect. In all cases, Xxxxxx’s determination will be final. With respect to Products found not in conformity with this warranty, the remedy will take the form, at Seller’s option, of a replacement or repair of the defective or nonconforming Product. In the event Seller determines that it is uneconomical to replace or repair warranted Products, Seller may, at its sole option, remit the dollar equivalent based upon the original Product sales price and said remittance will be calculated by applying the pro rata percentage of the unexpired warranty to the original Product sales price. In the event of replacement pursuant to the foregoing warranty, such warranty shall apply to the replaced product. In the event of repair pursuant to the foregoing warranty, the validity of the foregoing warranty will be twelve (12) months from the date of shipment of the repaired Product less the period of time between the date of original shipment and the date on which Seller received return of the Product for repair. Seller’s sole obligation and liability for non-conforming Products shall be, at its expense and at its sole option, to repair or replace them or to accept their return and refund You the applicable purchase price to the extent paid by You. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) AND SHALL BE EXPRESSLY FOR THE BENEFIT OF THE BUYER WITH NO TRANSFER RIGHTS OR BENEFIT TO ANY THIRD PARTY. THE FOREGOING CONSTITUTES BUYER’S SOLE REMEDY AND SELLER’S SOLE LIABILITY FOR BREACH OF WARRANTY. NOTWITHSTANDING THE FOREGOING OR ANY OTHER STATEMENT IN THESE TERMS, ANY AND ALL PARTS THAT ARE SHIPPED AS SAMPLES, PROTOTYPES OR IN PRE-PRODUCTION OR PRE-RELEASE FORM, WHETHER DESIGNATED AS SUCH BY SELLER IN AN ACKNOWLEDGMENT, INVOICE, SHIPPING DOCUMENT OR OTHER WRITING ISSUED BY SELLER AS “PRE-PRODUCTION RELEASE PARTS”, “PRE-PROD”, “SAMPLE”, “PPR” OR BY OTHER SIMILAR NOTATION IN THEIR PART NUMBER OR OTHERWISE, OR THAT OTHERWISE HAVE NOT YET BEEN RELEASED BY SELLER FOR GENERAL AVAILABILITY, MAY CONTAIN DEFECTS AND ARE PROVIDED “AS-IS, WITH ALL FAULTS” AND WITHOUT A WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Seller reserves the right to change the part number for any pre- production release part to the applicable corresponding production released part number at any time and will notify Buyer of any such change.

  • Representations or Warranties Any of the Representations and Warranties is discovered to have been false in any material respect when made.

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service:

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • Representation No employee or group of employees shall undertake to represent the Union at meetings with the Employer without the proper authorization of the Union. To implement this, the Union shall supply the Employer with the names of its officers and similarly, the Employer shall supply the Union with a list of its supervisory or other personnel with whom the Union may be required to transact business.

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