Change of Facts Sample Clauses

Change of Facts. 7.1. Each of the parties hereto acknowledges that to the best of his, her or its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement.
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Change of Facts. Seller shall immediately notify Buyer, in writing, of any event or condition known to Seller which occurs prior to the Closing, which causes a material adverse change in the facts relating to, or the truth of, any of the representations or warranties.
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Change of Facts. It is understood by the Claimant and the Opponent that the facts in respect of which this Agreement is made may later prove to be different from the facts now known or believed by either to be true, as set out in this Agreement. Each of the parties expressly accepts and assumes the risk of the facts proving to be so different, and each of the parties agrees that all the terms of this Agreement shall be in all respects effective and not subject to termination or rescission by any such difference in facts.
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Change of Facts. Each of the Parties hereto acknowledges that to the best of its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each Party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement. 1017975 Alberta Ltd. Date: August 8, 2005 By: /s/Christie M. Woodrufx President GeNOsys, Inc. Date: August 8, 2005 By: /s/John W. R. Miller President SCHEDULE "A"
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Change of Facts. Each of the parties hereto acknowledges that to the best of its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement. Accesstel, Inc. Date: 4/9/04 By:/s/Xxxxx Xxxxxx Xxxxx Xxxxxx, President Euro Offline Date: 4/9/04 By:/s/Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, President By:/s/Xxxxxx Xxxxx Xxxxxx Xxxxx, Secretary
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Change of Facts. Each of the parties hereto acknowledges that to the best of his or its personal knowledge and belief, the facts and circumstances as known to each under which this Agreement has been executed and entered into are true, accurate and complete in all material respects, and each party further acknowledges that such facts or circumstances may in the future prove to be different, and each assumes the risk of any such facts or circumstances proving to be otherwise than those understood at the time of the execution of this Agreement. FIRST DELTAVISION, INC. Date: 11/11/02 By:/s/ David C. Merrell -------- ------------------------ David C. Merrell, Presxxxxx Xxxx: 00/11/02 David C. Merrell -------- ------------------------ David C. Merrell, Indixxxxxxxx KYOMEDIX CORPORATION Date: 11/07/02 By /s/ Peter Doederlein -------- ------------------------ Its____________________________ ATLANTIC CAPITAL PARTNERS, INC. Date: 11/11/02 By /s/ Anthony Smith -------- ------------------------ Its____________________________ HEALTH SCIENCES INTERNATIONAL, INC. Date: 11/07/02 By /s/ Peter Doederlein -------- ------------------------ Its____________________________ FRANKOPAN & CO., INC. Date: 11/07/02 By /s/ Michael Ivezic -------- ------------------------ Michael Ivezic Date: 00/00/00 Michael Ivezic -------- ------------------------ Michael Ivezic, Indivixxxxxx Xxxx: 11/07/02 /s/ Michael Ivezic for Maryanne Beljo -------- ------------------------ Maryanne Beljo Date: 00/00/02 /s/ Michael Ivezic for David Coatsworth -------- ------------------------ David Coatsworth EXHXXXX X Xxxxx X. Reed, # 2709 XXXX & XXXXXXARD, LC 70 Xxst 000 Xxxxx, Xxixx 000 Xxxx Xxxx Xxxx, Xxxx 00000 Xxxxxxxxx: (000) 000-3510 Fax: (000) 000-0000 Attornexx xxx Xxxxxxxffs IN THE THIRD JUDICIAL DISTRICT COURT OF SALT LAKE COUNTY STATE OF UTAH DAVID T. MERRELL, an ixxxxxxxxx, xxx XIRST DELTAVISION, INC., a Nevada corporation, Plaintiffs, vs. KYOMEDIX CORPORATION, formerly a Delaware corporation, n/k/a FIRST DELTAVISION, INC., a Nevada corporation; ATLANTIC CAPITAL PARTNERS, a Nevada limited partnership; HEALTH SCIENCES INTERNATIONAL, INC., an Ontario, Canada corporation; and MICHAEL IVEZIC, an indxxxxxxx; Xxxxndants. Civil No. _________________ Judge ____________________ Plaintiffs David T. Merrell ("Merxxxx") xxx Xxxxx DeltaVision, Inc. ("DeltaVision-Nevada") allege: GENERAL ALLEGATIONS -------------------
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Related to Change of Facts

  • Change of Name When the CONTRACTOR asks to change the name in which it holds this Contract with the STATE, the procurement officer of the purchasing agency (hereinafter referred to as the "Agency procurement officer") shall, upon receipt of a document acceptable or satisfactory to the Agency procurement officer indicating such change of name (for example, an amendment to the CONTRACTOR'S articles of incorporation), enter into an amendment to this Contract with the CONTRACTOR to effect such a change of name. The amendment to this Contract changing the CONTRACTOR'S name shall specifically indicate that no other terms and conditions of this Contract are thereby changed.

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • Change of Name, Etc Immediately after the Closing, Purchaser will (a) change the name and logo on all documents, Branches and other facilities relating to the Assets and the Assumed Liabilities to Purchaser’s name and logo, (b) notify all persons whose Loans, Deposits or Safe Deposit Agreements are transferred under this Agreement of the consummation of the transactions contemplated by this Agreement, and (c) provide all appropriate notices to the OCC and any other Regulatory Authorities required as a result of the consummation of such transactions. Seller shall cooperate with any commercially reasonable request of Purchaser directed to accomplish the removal of Seller’s signage (or the removal of signage of an Affiliate of Seller, if applicable) by Purchaser and the installation of Purchaser’s signage by Purchaser; provided, however, that (i) all such removals and all such installations shall be at the expense of Purchaser, (ii) such removals and installations shall be performed in an environmentally friendly manner (including the recycling of such materials) and in such a manner that does not unreasonably interfere with the normal business activities and operations of the Branches and Purchaser shall repair any damage to the area altered to its pre-existing condition, (iii) such installed signage shall comply with the applicable Branch Lease and all applicable zoning and permitting laws and regulations, (iv) such installed signage shall have, if necessary, received the prior approval of the owner or landlord of the facility, and such installed signage shall be covered in such a way as to make Purchaser signage unreadable at all times prior to the Closing, but such cover shall display the name and/or logo of Seller (or of its Affiliates) in a manner reasonably acceptable to Seller and (v) if this Agreement is terminated prior to the Closing, Purchaser shall immediately and at its sole expense restore such signage and any other area altered in connection therewith to its pre-existing condition. During the fourteen (14) calendar day period following the Closing, Purchaser shall afford to Seller and its authorized agents and representatives reasonable access during normal business hours to the Branches to allow Seller the opportunity to confirm Purchaser’s compliance with the terms of this Section 7.9.

  • Change of Status Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.

  • Change of Name or Location; Change of Fiscal Year Such Grantor shall not (a) change its name as it appears in its organizational documents and as filed in such Grantor’s jurisdiction of organization, (b) change its chief executive office, principal place of business, mailing address or corporate offices or change or add warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, in each case from the locations identified on Exhibit A, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least fifteen days (or such lesser period of time as the Administrative Agent may agree) prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of Lenders, in any Collateral), provided that, any new location shall be in the continental U.S. Such Grantor shall not change its fiscal year except as permitted under the Credit Agreement.

  • Change of Addresses Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

  • Change of Address The Borrower, the Administrative Agent and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

  • Changes in Capitalization Subject to any required action by the stockholders of Connetics, the number of shares of Common Stock covered by the Option as well as the Exercise Price shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by Connetics; provided, however, that conversion of any convertible securities of Connetics shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Option Agreement, no issuance by Connetics of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option.

  • Merger, Consolidation or Change of Name of Warrant Agent Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor warrant agent under the provisions of Section 16. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement, and in case at that time any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent; and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement. In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name has been changed may adopt the countersignature under its prior name, and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name, and in all such cases such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates and in this Agreement.

  • Change of Law In this Agreement, unless the context otherwise requires, references to a statutory provision include references to that statutory provision as from time to time amended, extended or re- enacted and any regulations made under it, provided that in the event that the amendment, extension or re-enactment of any statutory provision or introduction of any new statutory provision has a material impact on the obligations of either Party, the Parties will negotiate in good faith to agree such amendments to this Agreement as may be appropriate in the circumstances. If, within a reasonable period of time, the Supplier/Service Provider and Transnet cannot reach agreement on the nature of the changes required or on modification of Prices, delivery schedules, warranties, or other terms and conditions, either Party may seek to have the matter determined in accordance with clause 32 [Dispute Resolution] above.

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