Untrue Representation or Warranty Clause Samples

The Untrue Representation or Warranty clause establishes that if any statement or assurance made by a party in the agreement is found to be false or misleading, certain consequences or remedies may be triggered. Typically, this clause applies to factual statements or promises made during contract negotiations or within the contract itself, such as claims about a company's financial status or ownership of assets. Its core function is to protect parties from entering into agreements based on inaccurate information, thereby allocating risk and providing recourse if misrepresentations occur.
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Untrue Representation or Warranty. If, prior to Closing, Purchaser obtains knowledge that any representation or warranty of Seller in this Agreement is incorrect in any material respect, Purchaser shall promptly notify Seller of such incorrectness. Upon receiving such notification, Seller shall have the right take such action as shall be necessary in order to render correct the representation or warranty which was incorrect. If Seller fails to notify Purchaser within ten (10) days after receiving Purchaser’s notice that Seller intends to take such action, then Purchaser’s sole remedy, assuming that Purchaser was correct in stating that Seller’s representation or warranty was materially incorrect, shall be to terminate this Agreement by notice to Seller given within five (5) days after the expiration of such ten (10) day period, in which case Purchaser shall be entitled to the return of the E▇▇▇▇▇▇ Money, where upon no party shall have any further rights or obligations under this Agreement other than those that expressly survive Closing; otherwise, Purchaser shall be deemed to have waived any right to terminate this Agreement or to recover from Seller on account of such incorrectness. If Purchaser obtains knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect but does not notify Seller as provided above, Purchaser will be deemed to have forever waived any right to recover from Seller on account of such incorrectness.
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Untrue Representation or Warranty. If any representation or warranty above is known by Purchaser before Closing to be untrue ("Untrue Representation or Warranty") and is not remedied by Seller before Closing, Purchaser may, as Purchaser's sole and exclusive remedy, either: (i) terminate this Contract whereupon the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser and neither party shall have any further rights or obligations under this Contract, other than as set forth in this Contract regarding rights or obligations that survive termination, or (ii) waive its objections and close the transaction, and the Untrue Representation or Warranty shall not survive the Closing.
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Untrue Representation or Warranty. If Purchaser obtains knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect and Purchaser elects to consummate the transaction contemplated hereby, Purchaser will be deemed to have forever waived any right to recover from Seller on account of such incorrectness.
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Untrue Representation or Warranty. If any representation or warranty made by the Company to the Lender subsequently proves to have been incomplete or untrue in any material respect as of the Closing Date, or any statement, certificate or data furnished by the Company under this Agreement or its Exhibits proves to have been incomplete or untrue in any respect or misleading under the circumstances in which it was provided as of the date on which the information is stated or certified.
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Untrue Representation or Warranty. Any representation or warranty of SPSA under this Agreement that is untrue in any material respect as and when made or, as applicable, reconfirmed.
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Untrue Representation or Warranty. Any representation or warranty of Contractor under this Agreement that is untrue in any material respect as and when made or, as applicable, reconfirmed.
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Untrue Representation or Warranty. If any representation or warranty above is actually known by Purchaser before Closing to be untrue (“Untrue Representation or Warranty”) and Purchaser elects to Close notwithstanding such Untrue Representation or Warranty, then such Untrue Representation or Warranty shall not survive the Closing.
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Untrue Representation or Warranty. Any representation or warranty made by Borrower or Guarantors in any of the Loan Documents, or in any certificate, financial statement or other written statement furnished to Lender by Borrower or Guarantors shall prove to be untrue in any material respect.
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Untrue Representation or Warranty. Any representation or warranty of Contractor under this Agreement that is untrue in any material respect as and when made or, as applicable, reconfirmed.
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Related to Untrue 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.

  • Representation / Warranty a. All statements contained herein or made in the Proclamation of Sale or otherwise relating to the Property are made without responsibility on the part of the Assignee, the Assignee’s Solicitors, the Auctioneer or their respective servants or agents. b. Such statements are statements of opinions and are not to be taken or relied upon as or implying a statement or representation of fact and any intending bidders must satisfy themselves by inspection or otherwise as to the correctness of any such statements. c. Neither the Assignee, the Assignee’s Solicitors, the Auctioneer nor any person in their employment has any authority to make or give any representation or warranty whatsoever in relation to the Property. d. No error, mis-statement, mis-description, omission or the existence of and/or intention for encroachment or acquisition shall annul the sale nor shall any abatement or compensation be allowed in respect thereof.

  • No Representation or Warranty Seller and Financing Provider each recognizes and acknowledges that PG&E makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing Provider releases PG&E from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts.