Common use of Notice of Untrue Representation or Warranty Clause in Contracts

Notice of Untrue Representation or Warranty. (1) The Vendor shall promptly notify the Purchaser, and the Purchaser shall promptly notify the Vendor, upon any representation or warranty made by it contained in this Agreement becoming untrue or incorrect during the Interim Period. Each representation and warranty will be deemed to be given at and as of all times during the Interim Period. Any such notification must set out the particulars of the untrue, incorrect or inaccurate representation or warranty and details of any actions being taken by the Vendor or the Purchaser, as the case may be, to rectify that state of affairs (the "Interim Notice"). (2) Where any of the closing conditions set out in Section 6.1 would not be satisfied without an amendment to the Data Room to qualify the representations and warranties with respect to any matter or thing that did not exist on or prior to the date hereof and did not arise or occur as a result of, or in connection with, any breach of this Agreement, the Purchaser may: (a) terminate this Agreement immediately in the case where the Purchaser delivers the Interim Notice, or within 5 Business Days following receipt of the Interim Notice delivered by the Vendor; or (b) permit the Vendor to supplement the Data Room, which supplement does not cure any breach of the representation and warranty and waive the Purchaser's termination right set out in Section 5.2(2)(a) arising in connection with such amendment and any corresponding closing condition in favour of the Purchaser in Section 6.1, provided that such waiver does not limit or otherwise affect any remedies available to the Purchaser.

Notice of Untrue Representation or Warranty. (1) The Vendor shall promptly notify the Purchaser, and the Purchaser shall promptly notify the Vendor, upon any representation or warranty made by it contained in this Agreement becoming untrue or incorrect during the Interim Period. Each representation and warranty will be deemed to be given at and as of all times during the Interim Period. Any such notification must set out the particulars of the untrue, incorrect or inaccurate representation or warranty and details of any actions being taken by the Vendor or the Purchaser, as the case may be, to rectify that state of affairs (the "“Interim Notice"”). (2) Where any of the closing conditions set out in Section 6.1 would not be satisfied without an amendment to the Data Room to qualify the representations and warranties with respect to any matter or thing that did not exist on or prior to the date hereof and did not arise or occur as a result of, or in connection with, any breach of this Agreement, the Purchaser may: (a) terminate this Agreement immediately in the case where the Purchaser delivers the Interim Notice, or within 5 Business Days following receipt of the Interim Notice delivered by the Vendor; or (b) permit the Vendor to supplement the Data Room, which supplement does not cure any breach of the representation and warranty and waive the Purchaser's ’s termination right set out in Section 5.2(2)(a) arising in connection with such amendment and any corresponding closing condition in favour of the Purchaser in Section 6.1, provided that such waiver does not limit or otherwise affect any remedies available to the Purchaser.

Notice of Untrue Representation or Warranty. (1a) The Vendor During the Closing Period, the Seller shall promptly notify the Purchaser, and the Purchaser shall promptly notify the VendorSeller, upon any representation or warranty made by it and contained in this Agreement becoming untrue or incorrect during that would cause any of the Interim Period. Each representation and warranty will be deemed conditions in this Agreement not to be given at and as of all times during satisfied on the Interim PeriodClosing Date. Any such notification must set out the particulars of the untrue, untrue or incorrect or inaccurate representation or warranty warranty, and details of any actions being taken by to rectify the Vendor matters. Notification provided under this Section 5.9 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the Purchaser, as conditions to the case may be, to rectify that state obligations of affairs (the "Interim Notice")Parties under this Agreement. (2b) Where any of The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 8.1(b) and the closing conditions set out in Seller may not elect to exercise its right to terminate this Agreement pursuant to Section 6.1 would not be satisfied without an amendment 8.1(d) unless the Party seeking to terminate the Agreement (the Terminating Party) has delivered a written notice (a Termination Notice) to the Data Room to qualify other Party (the Breaching Party) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties with respect or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to any cure such matter or thing that did not exist on or and such matter is capable of being cured prior to the date hereof and did not arise or occur as a result of, or in connection with, any breach of this AgreementOutside Date, the Purchaser may: Terminating Party may not exercise such termination right until the earlier of (a) terminate this Agreement immediately in the case where Outside Date, and (b) if such matter has not been cured by the Purchaser delivers the Interim Notice, or within 5 date that is 10 Business Days following receipt of the Interim such Termination Notice delivered by the Vendor; or (b) permit the Vendor to supplement the Data Room, which supplement does not cure any breach of the representation and warranty and waive the Purchaser's termination right set out in Section 5.2(2)(a) arising in connection with such amendment and any corresponding closing condition in favour of the Purchaser in Section 6.1, provided that such waiver does not limit or otherwise affect any remedies available to the PurchaserBreaching Party.