Mutual Mistake Sample Clauses

Mutual Mistake. If the Parties determine that the Seller and its Affiliates did not transfer to one of the Acquired Companies any material asset that the Parties mutually agree they both intended to be included as an Acquired Company Asset, the Parties will cooperate to effect such transfer as promptly as practical.
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Mutual Mistake. As many first-year Contracts professors know,49 the doctrine of mistake continues to baffle many students who are unable to reconcile the different outcomes in similar cases.50 The cases where an adversely affected party has been allowed to avoid a contract on the grounds of mutual mistake are inconsistent in both reasoning and result.51 In one familiar case, Xxxx x. Xxxxxxx, the plaintiff sold what she believed to be a rock to the defendant, who was also unaware of its identity. 52 When the plaintiff discovered that the rock was in fact an uncut diamond, she sought to rescind the sale by offering the original price plus interest.53 The buyer refused and the seller sued.54 The court found that the seller had assumed the risk that the stone would be of greater value than the price the buyer paid.55 Xxxxxxxx x. Walker56 stands in xxxxx contrast. In that case, the parties entered into an agreement for the sale of a cow.57 Both parties believed that the cow was barren.58 When the cow was discovered to be 49. See generally Cherry, supra note 7.
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Mutual Mistake. 44 (k) Post-Closing Financial Statements..............................................................44 (l) Real Property Matters..........................................................................45 7. Conditions to Obligation to Close.......................................................................45 (a) Conditions to Obligation of the Buyer..........................................................45 (b) Conditions to Obligation of the Seller.........................................................46 8. Obligations, Survival and Indemnification...............................................................47 (a) Survival of Representations, Warranties and Covenants..........................................47 (b) Indemnification Provisions for Benefit of the Buyer............................................47 (c) Indemnification Provisions for Benefit of the Seller...........................................50 (d) Matters Involving Third Parties................................................................51 (e) Determination of Amount of Adverse Consequences................................................52 (f) Tax Treatment of Indemnity Payments............................................................53 (g) Exclusive Remedy...............................................................................53 (h) Disclaimer of Representations and Warranties...................................................53
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Mutual Mistake. 1. Will be grounds for voiding a contract if:
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Related to Mutual Mistake

  • Mutuality of Drafting The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of the Agreement.

  • Mutual Cooperation In any contest of a tax or fee by one Party, the other Party shall cooperate fully by providing records, testimony and such additional information or assistance as may reasonably be necessary to pursue the contest. Further, the other Party shall be reimbursed for any reasonable and necessary out- of-pocket copying and travel expenses incurred in assisting in such contest.

  • Mutual Termination This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual written agreement among all of the following: (a) the Required Consenting Stakeholders; and (b) each Company Party.

  • Mutual Negotiations This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

  • Mutual Drafting This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

  • Mutual Drafting; Interpretation Each party has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party” or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,” “Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive.

  • Mutual Conditions The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

  • Mutual Agreement This Agreement may be terminated at any time by mutual written agreement of the parties.

  • Parties’ Relationship The parties to the Agreement are independent parties. BNY Mellon, in furnishing the Services, is acting as an independent contractor. BNY Mellon has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by BNY Mellon and its employees, agents, independent contractors and other representatives under the Agreement. At no time shall any such individuals represent himself or herself as an employee of a Fund or be considered an employee of a Fund. BNY Mellon is not a joint venturer with, nor an employee, agent or partner of the Funds and has no authority to represent or bind the Funds as to any matters.

  • RELATIONSHIPS WITH RELATED PERSONS No Seller or any Related Person of Sellers or of any Acquired Company has, or since [the first day of the next to last completed fiscal year of the Acquired Companies] has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Acquired Companies' businesses. No Seller or any Related Person of Sellers or of any Acquired Company is, or since [the first day of the next to last completed fiscal year of the Acquired Companies] has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company [other than business dealings or transactions conducted in the Ordinary Course of Business with the Acquired Companies at substantially prevailing market prices and on substantially prevailing market terms], or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of such Acquired Company (a "Competing Business") in any market presently served by such Acquired Company [except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the- counter market]. Except as set forth in Part 3.25 of the Disclosure Letter, no Seller or any Related Person of Sellers or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

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