Breach of a Representation or Warranty Clause Samples

A Breach of a Representation or Warranty clause defines what happens if a party's statements or assurances about facts or conditions turn out to be untrue or inaccurate. In practice, this clause typically allows the non-breaching party to seek remedies such as damages, contract termination, or specific performance if a representation or warranty made in the agreement is found to be false. Its core function is to allocate risk and provide recourse for parties when critical information relied upon in making the agreement proves incorrect, thereby protecting the integrity of the transaction.
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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. 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 substi...
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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. 21.1.5.2. Any representation or warranty by the Completion Guarantor under the Completion Guaranty is not true, correct or complete and Developer does not cause the Completion Guarantor to 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 Completion Guarantor diligently commences such cure within such ten (10) Business Day period and thereafter diligently proceeds to rectify and cure such failure, then such breach shall not constitute an Event of Default.
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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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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. 18.1.4.1. 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 cure such breach, then such failure shall not constitute an Event of Default.
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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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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 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.