Inaccurate Representation or Warranty Clause Samples

Inaccurate Representation or Warranty. In the event any Seller or Buyer obtains knowledge that any of the Sellers’ representations and warranties contained in this Agreement or in any Other PSA become inaccurate between the date of this Agreement and the Closing Date), Sellers shall immediately notify Buyer in writing of such change or Buyer shall immediately notify Seller, as applicable (a “Notice of Inaccuracy”); provided, however, that in no event shall Buyer’s failure to provide a Notice of Inaccuracy relieve Seller of its obligations under this Agreement with respect to the applicable representation and warranty or limit Buyer’s remedies under this Agreement with respect to such inaccurate representation or warranty. Unless waived by Buyer (at any time before or after receipt of the Notice of Inaccuracy by Seller and in which case the provisions of clause (b) below shall apply prior to the original Closing Date), Sellers shall have the right, in connection with such Notice of Inaccuracy, to adjourn the Closing Date for a period not to exceed fifteen (15) days, provided Sellers shall notify Buyer in writing within five (5) Business Days of the date of such Notice of Inaccuracy of such election to adjourn. If Seller does not cure the change reflected in the Notice of Inaccuracy prior to the Closing Date (as same may be extended pursuant to the terms of this Section 3.6), Buyer shall have the right (a) to terminate this Agreement if such breach or inaccuracy is material to the Sellers or Other PSA Sellers or Properties or Other PSA Properties as a whole (pursuant to and in accordance with Section 13.2(a) hereof), in which event neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement (including, without limitation, Section 13.2(c)), or remove the relevant Asset from the portfolio (pursuant to, and in accordance with, the provisions of Sections 13.3 hereof) or (b) proceed with the Closing, in which case the representation or warranty that is the subject of a Notice of Inaccuracy shall be updated and amended to reflect such change and Seller shall have no obligation with respect to such inaccuracy.
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Related to Inaccurate Representation or Warranty

  • 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

  • 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.

  • 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.

  • Warranty Grantee warrants that all work under this Grant Agreement shall be completed in a manner consistent with standards under the terms of this Grant Agreement, in the applicable trade, profession, or industry; shall conform to or exceed the specifications set forth in the Grant Agreement; and all deliverables shall be fit for ordinary use, of good quality, and with no material defects. If System Agency, in its sole discretion, determines Grantee has failed to complete work timely or to perform satisfactorily under conditions required by this Grant Agreement, the System Agency may require Grantee, at its sole expense, to: i. Repair or replace all defective or damaged work; ii. Refund any payment Grantee received from System Agency for all defective or damaged work and, in conjunction therewith, require Grantee to accept the return of such work; and, iii. Take necessary action to ensure that ▇▇▇▇▇▇▇’s future performance and work conform to the Grant Agreement requirements.

  • Representations and Warranty 8.1 You represent and warrant that you and the Representative, will perform all activities relating to the Service: (a) in accordance with Best Industry Practice and in a professional and lawful manner; (b) if applicable, using appropriately skilled and experienced Representatives whose identity, address and right to live and work in Bermuda and (to the maximum extent permissible) whose absence of relevant criminal records has been verified; (c) in strict accordance with the standards and timelines set out in Schedule 1 or Appendix 1, free of defects, errors or faults, in order to meet the Objectives of this Agreement; and (d) in accordance with applicable law including PIPA, rules, regulations and guidelines or policies provided by us. 8.2 You represent and warrant that: (a) upon installation, the Equipment will be compatible with existing equipment and software on our systems and the Equipment will meet all the technical documentation and requirements required to operate the Service in accordance with our requirements and objectives; and (b) you have the right to license all intellectual property rights in a Service, Software and Documents, to us. 8.3 You represent and warrant that you are not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on your ability to perform your obligations and you will notify us immediately if you have any actual or potential conflict of interest which might affect your ability to provide the Service. 8.4 You represent and warrant that this Agreement is executed by you or by your duly authorized Representative and that you have obtained all required authorizations and capacity in order that you can fulfill your obligations. 8.5 You declare that you are in possession of all Consents necessary for the provision of a Service and you will maintain such Consents at all times while providing the Service. 8.6 You shall procure the benefit of any warranties or guarantees in respect of goods and materials you supply to us and provide copies of such warranties or guarantees. 8.7 You declare that all payments to us, including but not limited to, taxes and social insurance, are current. 8.8 You shall provide information or sign any other agreements necessary or as requested by us, in order that either you or we can fulfill their obligations under this Agreement. 8.9 You represent and warrant that you are that a Service does not infringe or misappropriate any patent, copyright, trade secret or other intellectual property right of a third party or breach of any law applicable to it. 8.10 You represent and warrant that you are fully satisfied as to the scope and nature of the Service and of your obligations under this Agreement and that you have the corporate power and authority to enter into, and perform your obligations under, the Agreement.