Breach of a Representation or Warranty Sample Clauses

Breach of a Representation or Warranty. 9. The Company and Assignor hereby acknowledge and agree that if either the Company or the Assignor, as applicable, discovers or receives notice of any breach of any of the representations and warranties made by the Company in Subsection 8.02 of the Purchase Agreement or made by the Assignor pursuant to Section 7 hereof, as applicable, within two years of the Securitization Closing Date, the Company or the Assignor, as applicable, shall, at the Trust's option, and provided that the Company or Assignor has a Substitute Mortgage Loan (as defined below), rather than repurchase such Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan or Mortgage Loans, provided that any such substitution shall be effected not later than two years after the Securitization Closing Date. If the Company or Assignor, as applicable, has no Substitute Mortgage Loan, the Company or Assignor, as applicable, shall, if such breach is not cured, repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Mortgage Loans pursuant to the foregoing provisions shall be accomplished by direct remittance of the applicable repurchase price to the Trust or its designee in accordance with the Trust's instructions. At the time of substitution, the Company or the Assignor, as applicable, shall arrange for the reassignment of the deleted Mortgage Loan to the Trust and the delivery to the Trust of any documents held by the Trustee relating to the deleted Mortgage Loan. In the event of a substitution, the Company or the Assignor, as applicable, shall (i) simultaneously with such reassignment, give written notice to the Trust that such substitution has taken place, (ii) amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the withdrawal of the deleted Mortgage Loan and (iii) identify a Substitute Mortgage Loan and amend or cooperate with the Trust in amending the applicable Mortgage Loan Schedule to reflect the addition of such Substitute Mortgage Loan. In connection with any such substitution, the Company or the Assignor, as applicable, shall be deemed to have made as to such Substitute Mortgage Loan the representations and warranties set forth in Subsection 8.02 of the Purchase Agreement except that all such representations and warranties set forth in this Agreement shall be deemed made as of the date of such substitution. The Assignor or Company, as applicable, shall effect such sub...
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Breach of a Representation or Warranty. 21.1.5.1. Any representation or warranty by Developer under this Agreement or the Exhibits attached hereto, including any representation or warranty made in any payment request or certification provided or delivered by Developer pursuant to this Agreement, is not true, correct or complete in any material respect and Developer does not cure such deficiency within ten (10) Business Days after it actually knows about such deficiency, or within ten (10) Business Days after Developer receives written notice thereof; provided that, if the nature of such breach is such that the same cannot reasonably be cured within such ten (10) Business Day period, and Developer diligently commences such cure within such ten (10) Business Day period and thereafter diligently proceeds to rectify and cure such breach, then such failure shall not constitute an Event of Default.
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Breach of a Representation or Warranty. (i) Any representation or warranty by RIDA under this Sublease or the Exhibits attached hereto, including any representation or warranty made in any payment request or certification provided or delivered by RIDA pursuant to this Sublease, is not true, correct or complete in any material respect and RIDA does not cure such deficiency within ten (10) Business Days after it actually knows about such deficiency, or within ten (10) Business Days after RIDA receives written notice thereof; provided that, if the nature of such breach is such that the same cannot reasonably be cured within such ten (10) Business Day period, and RIDA diligently commences such cure within such ten (10) Business Day period and thereafter diligently proceeds to rectify and cure such breach, then such failure shall not constitute an Event of Default.
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Breach of a Representation or Warranty. Seller and Purchaser understand that, if any of Seller's representations or warranties is breached, Purchaser is limited to the exercise of its rights and the remedies against Seller expressly set forth in Article IX. In no event shall a breach of a representation or warranty in Article IV be used as evidence of or be deemed to constitute bad faith, misconduct or fraud even in the event that it is shown that Seller or any of its directors, employees, officers, representatives or agents knew or should have known of the existence of information that was inconsistent with any of the representations or warranties provided in this Article IV.
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Breach of a Representation or Warranty. Any representation or warranty by Tenant under this Lease or the Completion Guarantor under the Completion Guaranty is not true, correct or complete and Tenant does not, or does not cause the Completion Guarantor to (as the case may be), cure such deficiency within ten (10) Business Days after written notice thereof from Landlord.
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Breach of a Representation or Warranty. If at or prior to the Closing, (A) Buyer shall become aware (whether through its own efforts, by notice from Cooperative or any of Cooperative's affiliates or otherwise) that any of the representations or warranties made in this Agreement by Cooperative are untrue, inaccurate or incorrect, or the breach of any agreement by Cooperative herein and Buyer has given Cooperative notice thereof at or prior to the Closing, or (B) Cooperative notifies Buyer that a representation or warranty made herein by Cooperative is untrue, inaccurate or incorrect or Cooperative has breached an agreement herein, then Buyer may elect by, notice to Cooperative, to (1) postpone the Closing for up to ten (10) days in order to permit Cooperative to cure or correct such untrue, inaccurate or incorrect representation or warranty and cure the breach, as the case may be, (2) take no action and proceed to Closing in which event Buyer shall be deemed to have waived any such breach, or (3) may terminate this Agreement and receive as liquidated damages the Deposit in accordance with Section 9.2.
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Breach of a Representation or Warranty. Any representation or warranty by RIDA under this Sublease or the Completion Guarantor under the Completion Guaranty is not true, correct or complete and RIDA does not, or does not cause the Completion Guarantor to (as the case may be), cure such deficiency within ten (10) Business Days after written notice thereof from the City.
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Related to Breach of a Representation or Warranty

  • 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.

  • 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 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 Other Representation or Warranty Except for the representations and warranties expressly contained in this Article V, none of Parent, Merger Sub I or Merger Sub II nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II makes any express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company or its Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentations.

  • No Misrepresentation or Breach of Covenants and Warranties There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

  • 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 Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

  • Breach of Representation, Warranty or Covenant Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of a breach of any representation or warranty of the Depositor set forth in Section 2.03 that materially and adversely affects the interests of the Certificateholders of a given Series, the Depositor shall cure such breach in all material respects.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been made;

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