Change of Facts Clause Samples

A Change of Facts clause requires parties to promptly notify each other if any information or circumstances relevant to the agreement have changed since the contract was signed. This typically applies to key facts such as business status, regulatory compliance, or financial condition, and may obligate a party to update the other if, for example, they lose a required license or undergo a significant organizational change. The core function of this clause is to ensure transparency and allow the other party to assess and respond to new risks or altered circumstances that could affect the contractual relationship.
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. 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, Pres▇▇▇▇▇ ▇▇▇▇: ▇▇/11/02 David C. Merrell -------- ------------------------ David C. Merrell, Indi▇▇▇▇▇▇▇▇ 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: ▇▇/▇▇/▇▇ Michael Ivezic -------- ------------------------ Michael Ivezic, Indivi▇▇▇▇▇▇ ▇▇▇▇: 11/07/02 /s/ Michael Ivezic for Maryanne Beljo -------- ------------------------ Maryanne Beljo Date: ▇▇/▇▇/▇2 /s/ Michael Ivezic for David Coatsworth -------- ------------------------ David Coatsworth EXH▇▇▇▇ ▇ ▇▇▇▇▇ ▇. Reed, # 2709 ▇▇▇▇ & ▇▇▇▇▇▇ARD, LC 7▇ ▇▇st ▇▇▇ ▇▇▇▇▇, ▇▇i▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: (▇▇▇) ▇▇▇-3510 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attorne▇▇ ▇▇▇ ▇▇▇▇▇▇▇ffs IN THE THIRD JUDICIAL DISTRICT COURT OF SALT LAKE COUNTY STATE OF UTAH DAVID T. MERRELL, an i▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇IRST 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 ind▇▇▇▇▇▇▇; ▇▇▇▇ndants. Civil No. _________________ Judge ____________________ Plaintiffs David T. Merrell ("Mer▇▇▇▇") ▇▇▇ ▇▇▇▇▇ DeltaVision, Inc. ("DeltaVision-Nevada") allege: GENERAL ALLEGATIONS ------------------- 1. Merrell is a resident of Salt Lake County, State of Utah, and was, at all times pertinent to this action, t...
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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. Woodruf▇ President GeNOsys, Inc. Date: August 8, 2005 By: /s/John W. R. Miller President SCHEDULE "A" 1. Canadian Patent Application, Serial No. 2,413,834, Filed December 10, 2002 NITRIC OXIDE GAS GENERATOR 2. Canada Design Registration Patent No. 104685, Issued November 23, 2004 MEDICAL GAS GENERATOR EXHIBIT B Shareholder Consent to Proposed Merger IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SHAREHOLDER WRITTEN CONSENT TO PROPOSED MERGER and INVESTMENT REPRESENTATIONS LETTER Autoline Group, Inc. 5442 South 900 East #▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇mes P. Doolin, Pr▇▇▇▇▇▇▇ Burke Staker, Secre▇▇▇▇ ▇▇▇▇▇▇s, Inc. 5063 N. Riverpark W▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇hn W. R. Miller, ▇▇▇▇▇▇▇▇▇ Christie M. Woodruf▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Gentlemen: This Written Consent and Investment Representations Letter (the "Consent") is being executed and delivered in connection with the proposed merger of GeNOsys Acquisition Corp. a Nevada corporation and wholly-owned subsidiary of Autoline Group, Inc. (respectively, "Merger Subsidiary" and "Autoline"), into GeNOsys, Inc., a Nevada corporation ("GeNOsys") by the shareholders of GeNOsys (the "Shareholders"). 1. The undersigned (the "Shareholder"), pursuant to authority to act without a meeting in accordance with the Nevada Revised Statutes (the "NRS") consents to the taking of the actions and adopts the resolutions set out below:
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Related to Change of Facts

  • Change of Name The Company may by directors resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

  • CHANGE OF T-PIN The Account Holder may change his T-PIN from time to time in accordance with the Bank’s prescribed procedure then prevailing. The Bank shall be entitled, in its reasonable discretion but without liability and without giving any reason, to reject any selection made by the Account Holder as his substituted T-PIN; if the Bank so approves, such substituted T-PIN, shall take effect from the time of receipt by the Bank of such instructions from the Account Holder. The Account Holder shall take all steps not to select such numbers as a substitute T-PIN which may easily be ascertained or otherwise facilitate fraud or forgery.

  • Change of Circumstances The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise ▇▇▇▇▇ 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 provided to ▇▇▇▇▇ pursuant to this Agreement.

  • Change of agreement (a) We may at any time vary, modify, add to or delete the terms and conditions of this agreement and the Privacy Circular and we will notify you of any such changes in such manner as we may, in our reasonable discretion, deem fit. (b) If you do not accept such changes, you may terminate your card account in accordance with clause 10 within 10 days after we have given such notice of change. (c) If you retain or use the card or the PIN or otherwise operate the card account after we have given such notice of change, you will be deemed to have accepted such changes without reservation.

  • Change of Schedule (a) (applicable to full-time employees only) Where an employee's schedule is changed by the Hospital with less than twenty-four (24) hours notice, she shall receive time and one-half (1½) of her regular straight time hourly rate for all hours worked on her next shift. (b) (applicable to regular part-time employees only) Where a regular part-time employee's scheduled shift is cancelled by the Hospital with less than twelve (12) hours notice, she shall receive time and one-half (1½) of her regular straight time hourly rate for all hours worked on her next shift. (The following clause related to No Pyramiding will be incorporated into all collective agreements:)