No Misrepresentation definition

No Misrepresentation. No representation or warranty by Seller in this -------------------- Agreement, and no written statement, certificate, or schedule furnished or to be furnished by or on behalf of Seller pursuant to this Agreement, when taken together, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make such statements, in light of the circumstances under which they were made, not misleading.
Sample 1
No Misrepresentation. No representation, warranty or statement by the AMC, the Vendor in this Agreement, or in the Disclosure Letter, or Exhibit, Schedule of this Agreement, statement or certificate furnished to the Purchaser pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made herein, in light of the circumstances under which they were made, and are not misleading;
Sample 1
No Misrepresentation. No representation or warranty by WAM in this Agreement, and no written statement, certificate, or schedule furnished or to be furnished by or on behalf of WAM pursuant to this Agreement, when taken together, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make such statements, in light of the circumstances under which they were made, not misleading.
Sample 1

Examples of No Misrepresentation in a sentence

  • REPRESENTATIONS AND WARRANTIES 32 4.1 SUBSIDIARY 32 4.2 CORPORATE EXISTENCE AND POWER 32 4.3 CORPORATE AUTHORITY 32 4.4 BINDING AGREEMENT 33 4.5 LITIGATION 33 4.6 NON CONFLICTING AGREEMENTS 33 4.7 TAXES 33 4.8 FINANCIAL STATEMENTS 34 4.9 COMPLIANCE WITH APPLICABLE LAWS 34 4.10 GOVERNMENTAL REGULATIONS 34 4.12 FEDERAL RESERVE REGULATIONS 35 4.13 NO MISREPRESENTATION 35 4.14 PENSION PLANS 35 4.15 PUBLIC UTILITY HOLDING COMPANY ACT 35 4.16 APPROVALS 35 4.17 RESERVED 36 4.18 NO ADVERSE CHANGE OR EVENT 36 5.

  • NO MISREPRESENTATION I represent that my performance of all the terms of this Agreement and my performance of my duties as an employee of the Company do not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company.

  • The obligations of Parent and Cinram under this Agreement shall, at the option of Parent, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: 9.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES.

  • DMI The obligations of Quixote and DMI under this Agreement shall, at the option of Quixote, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: 10.1. NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES.


More Definitions of No Misrepresentation

No Misrepresentation. No representation or warranty by UCN in this Agreement, and no written statement, certificate, or schedule furnished or to be furnished by or on behalf of UCN pursuant to this Agreement, when taken together, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make such statements, in light of the circumstances under which they were made, not misleading.
Sample 1

Related to No Misrepresentation

  • Misrepresentation means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

  • Misstatement means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Fraud means any offence under any Laws creating offences in respect of fraudulent acts (including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts including acts of forgery;

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.

  • Omission is the failure to submit part or all of the information or documentation required in the tendering document.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Warranty means a warranty made solely by the manufacturer,

  • Material Facts shall have the meaning set forth in Section 2.3.6(a).

  • Material Damage and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $500,000.00 to repair or which, in Seller’s reasonable estimation, will take longer than ninety (90) days to repair.

  • Recklessly means that a person acts or fails to act with respect to a material element of a public offense, when the person is aware of and consciously disregards a substantial and unjustifiable risk that the material element exists or will result from the act or omission. The risk must be of such a nature and degree that disregard of the risk constitutes a gross deviation from the standard conduct that a reasonable person would observe in the situation.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Violation means the failure of a structure or other development to be fully compliant with the community's floodplain management regulations. A structure or other development without the elevation certificate, other certifications, or other evidence of compliance required in Articles 4 and 5 is presumed to be in violation until such time as that documentation is provided.

  • Breach means the acquisition, access, use, or disclosure of PHI in a manner not permitted 9 under the HIPAA Privacy Rule which compromises the security or privacy of the PHI.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Deemed Material and Adverse Representation Each representation and warranty identified as such in Section 9.02 of this Agreement.

  • Falsification means manipulating research materials, equipment, or processes, or changing or omitting data or results such that the research is not accurately represented in the research record.