No Breach of Representation or Warranty Sample Clauses

The "No Breach of Representation or Warranty" clause establishes that neither party has violated any of the promises or assurances made in the agreement up to the point of signing. In practice, this means each party confirms that all statements and guarantees provided are accurate and have not been compromised by undisclosed issues or changes in circumstances. This clause serves to protect both parties by ensuring that the foundation of the contract is trustworthy and that no hidden breaches exist at the outset, thereby reducing the risk of future disputes over misrepresentations.
POPULAR SAMPLE Copied 2 times
No Breach of Representation or Warranty. Each of the representations and warranties of the Seller contained in this Agreement and each of the Seller Ancillary Agreements shall be true and correct in all material respects on the Closing Date as though made on the Closing Date (except with respect to those representations and warranties that speak as to a particular date or time, which only need to be true and correct as of such date or time), except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyer; and there shall have been delivered to the Buyer a closing certificate in a form reasonably satisfactory to the Buyer to such effect, dated the Closing Date, signed by the Chairman or Managing Director of the Seller;
View SourceView Similar (2)
No Breach of Representation or Warranty. There shall be no material breach of any representation or warranty of the Seller Parties set forth in this Agreement.
View SourceView Similar (3)
No Breach of Representation or Warranty. There shall be no material breach of any representation or warranty of REIT or OPCO set forth in this Agreement.
View SourceView Similar (3)
No Breach of Representation or Warranty. Between the Announcement Date and the end of the Offer Period (each inclusive), the warranties in clause 8.2 are true and correct in all material respects. (a) Hartleys converts all or any of its shares into a larger or smaller number of shares under section 254H of the Corporations Act. (b) Hartleys or a Subsidiary resolves to reduce its share capital in any way. (c) Hartleys or a Subsidiary enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under subsection 257C(1) or 257D(1) of the Corporations Act. (d) Hartleys or a Subsidiary issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option. (e) ▇▇▇▇▇▇▇▇ or a Subsidiary issues, or agrees to issue, convertible notes. (f) Hartleys or a Subsidiary disposes, or agrees to dispose, of the whole or a substantial part of its business or property. (g) Hartleys or a Subsidiary grants, or agrees to grant, a Security Interest in the whole, or a substantial part, of its business or property. (h) Hartleys or a Subsidiary resolves to be wound up. (i) A liquidator or provisional liquidator of Hartleys or a Subsidiary is appointed. (j) A court makes an order for the winding up of ▇▇▇▇▇▇▇▇ or a Subsidiary. (k) An administrator of Hartleys or a Subsidiary is appointed under section 436A, 436B or 436C of the Corporations Act. (l) Hartleys or a Subsidiary executes a deed of company arrangement. (m) A receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of ▇▇▇▇▇▇▇▇ or a Subsidiary.
View Source
No Breach of Representation or Warranty. Between the Announcement Date and the end of the Offer Period (each inclusive), the warranties in clause 8.2 are true and correct in all material respects.
View Source
No Breach of Representation or Warranty. Between the Announcement Date and the end of the Offer Period (each inclusive), the IOH warranties in clause 10.2 are true and correct in all material respects. Timetable Joint announcement of Takeover Bid Monday 11 August 2014 • BC Iron lodges Bidder’s Statement with ASIC and serves it on IOH and ASX • IOH lodges Target’s Statement with ASIC and serves it on BC Iron and ASX Wednesday 20 August 2014 • Completion of joint despatch of Bidder’s Statement and Target’s Statement to Shareholders • Offer Period commences Friday 22 August 2014 Offer Period ends (unless extended) Friday 26 September 2014 IOH’s capital structure • IOH has the following fully paid ordinary shares on issue: 161,174,005 • IOH has the following unlisted options to acquire unissued fully paid ordinary shares on issue: Number Vesting Date Exercise Price Expiry Date 1,950,000 N/A $1.90 22 November 2014 2,900,000 N/A $1.40 13 November 2015 1,000,000 N/A $1.297 24 November 2016 1,000,000 25 November 2014 $1.547 24 November 2017 1,000,000 25 November 2015 $1.797 24 November 2018 Directors’ interests Director Shares Options Hon. ▇▇▇▇▇▇▇ ▇▇▇▇▇ AC 1,181,8171 Nil ▇▇▇▇▇ ▇▇▇▇▇▇▇ 336,473 5,000,0002 ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ 59,0903 Nil ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,150,0004 1,150,0004 ▇▇▇▇ ▇▇▇▇▇▇ Nil Nil 1. Shares held indirectly by Australian Executor Trustees Limited for the RF Court Private Superannuation Fund
View Source

Related to No Breach of 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.

  • Breach of Representation Any representation or warranty made or deemed made by any Borrower or any Guarantor in this Agreement, any Other Document or any related agreement or in any certificate, document or financial or other statement furnished at any time in connection herewith or therewith shall prove to have been misleading in any material respect on the date when made or deemed to have been 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

  • Breach of Representations and Warranties Any material representation or warranty of the Borrower made herein, in the Subscription Agreement entered into by the Holder and Borrower in connection with this Note, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect.