No Material Misrepresentation or Breach Sample Clauses
The "No Material Misrepresentation or Breach" clause ensures that each party affirms they have not made any significant false statements or violated any key terms in the agreement. In practice, this means that all information provided by the parties must be accurate and complete, and that neither side has failed to disclose important facts or has breached any obligations up to the point of signing. This clause serves to protect both parties by reducing the risk of entering into an agreement based on misleading information or undisclosed breaches, thereby promoting trust and transparency in the contractual relationship.
No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller or the Majority Member in the performance of any of the covenants herein to be performed by it or him in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect shall be true and correct, in each case on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each of Seller and the Majority Member, as the case may be;
No Material Misrepresentation or Breach. There shall have been no material breach by EIP or ENNS ▇▇ the performance of any of their covenants herein to be performed by them in whole or in part prior to the Closing, and the representations and warranties of EIP and ENNS ▇▇▇tained in this Agreement shall be true and correct in all respects as of the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all respects as of the specified date, and EIP and ENNS ▇▇▇ll have delivered to the Partnership, New Lessee and IHC a certificate certifying each of the foregoing, dated the Closing Date and signed by its president and chief financial officer on its behalf.
No Material Misrepresentation or Breach. (a) There shall have been no material breach by the Seller in the performance of any of the covenants herein to be performed by him, her or it in whole or in part prior to the Closing and (b) the representations and warranties of the Seller contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified shall be true and correct, in each case on the date hereof and as of the Closing Date as if made anew on the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date; and
No Material Misrepresentation or Breach. (a) All representations and warranties of the Purchaser made in this Agreement or in any Exhibit, Schedule or document delivered pursuant hereto, shall be true and complete in all material respects as of the date hereof and on and as of the Closing Date as if made on and as of that date.
(b) All of the terms, covenants and conditions to be complied with and performed by the Purchaser on or prior to the Closing Date shall have been complied with or performed.
(c) Seller shall have received a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized officer thereof, certifying in such detail as Seller may reasonably request that the conditions specified in Sections 7.2.1(a) and (b) have 16 17 been fulfilled.
No Material Misrepresentation or Breach. There shall have been no material breach by Crossroads or the Partnership in the performance of any of the covenants herein to be performed by them in whole or in part prior to the Closing, and the representations and warranties of Crossroads contained or referred to in this Agreement shall be true and correct in all respects as of the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all respects as of the specified date, and Crossroads shall have delivered to Companies a certificate certifying each of the foregoing, dated the Closing Date and signed by its president and chief financial officer on its behalf;
No Material Misrepresentation or Breach. (a) All representations and warranties of the Purchasers made in this Agreement or in any Exhibit, Schedule or document delivered pursuant hereto, shall be true and complete in all material respects as of the date hereof and on and as of the Closing Date.
(b) All of the terms, covenants and conditions to be complied with and performed by the Purchasers on or prior to the Closing Date shall have been complied with or performed.
No Material Misrepresentation or Breach. (a) There shall have --------------------------------------- been no material breach by Prestolite in the performance of any of the covenants in this Agreement to be performed by it in whole or in part prior to the Closing, (b) the representations and warranties of Prestolite contained in this Agreement that are qualified by materiality shall be true, in all respects, on the date of this Agreement and as of the Closing Date as if made anew on the Closing Date, except for representations or warranties made as of a specified date, which shall be true in all respects as of the specified date, and (c) the representations and warranties of Prestolite contained in this Agreement that are not qualified by materiality shall be true in all material respects on the date of this Agreement and as of the Closing Date as if made anew on the Closing Date, except for such representations or warranties made as of a specified date, which shall be true in all material respects as of the specified date.
No Material Misrepresentation or Breach. (a) There shall have been no material breach by Seller or the Majority Member in the performance of any of the covenants herein to be performed by it or him in whole or in part prior to the Closing, (b) the representations and warranties of Seller or the Majority Member contained in this Agreement (i) that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects and (ii) that are so qualified by materiality or material adverse effect shall be true and correct, in each case on the date hereof and as of the Closing Date as if made anew on the Closing Date, except in each case for representations or warranties made as of a specified date, which shall be so true and correct as of the specified date, and (c) Seller and the Majority Member shall have delivered to Purchaser and Parent a certificate certifying each of the foregoing, dated as of the Closing Date and signed by each of Seller and the Majority Member, as the case may be;
No Material Misrepresentation or Breach. There shall have been no material breach by either Purchaser or Parent in the performance of any of the covenants herein to be performed by either of them in whole or in part prior to the Closing, and the representations and warranties of Parent and Purchaser contained in this Agreement shall be true and correct in all material respects on the date hereof and as of the Closing Date as if made anew on the Closing Date, except for representations or warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date, and each of Purchaser and Parent shall have delivered to Seller a certificate certifying each of the foregoing, dated the Closing Date and signed by one of its executive officers to the foregoing effect;
No Material Misrepresentation or Breach. There shall have been no material breach by Purchaser in the performance of any of the covenants herein to be performed by it in whole or in part prior to the Closing, and the representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made anew on and as of such date, and Purchaser shall have delivered to