Breach of Seller's Representations and Warranties Prior to Closing Sample Clauses

Breach of Seller's Representations and Warranties Prior to Closing. Buyer and Seller shall each notify the other promptly upon discovery at or prior to Closing that any of Seller’s representations and warranties in Section 4.1 are inaccurate in any material respect. If (i) any of Seller’s representations and warranties in Section 4.1 are inaccurate in any material respect at or prior to Closing and (ii) Seller does not cure (it being understood that Seller has no obligation to cure) the material breach within 10 business days (or within 1 business day if Buyer’s notice is given on the Closing Date) after receipt of notice of the breach from Buyer, then Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either:
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Breach of Seller's Representations and Warranties Prior to Closing. If any of Seller's representations and warranties in Section 4.1 are inaccurate in any material respect at or prior to Closing and Seller does not cure the material breach within 5 days after receipt of notice of the breach from Buyer, then Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (a) terminate this Contract by giving notice to Seller within 5 days after the end of Seller's cure period with respect to such breach; or (b) waive the respective deficiency in such representation and warranty in its entirety and proceed to the Closing. If Buyer does not provide notice of termination to Seller within such 5-day period, then Buyer shall be deemed to have elected to waive the deficiency as provided in clause (b). Only upon Buyer’s approval, the Closing Date may be extended to the extent necessary to afford Seller the entire cure period hereunder. If Buyer terminates this Contract under this Section 7.1, then Closing Agent shall return the Exxxxxx Money to Buyer and the parties have no further rights, liabilities, or obligations under this Contract (other than those that expressly survive termination). If Buyer has actual knowledge of the inaccuracy or breach of any representation or warranty by Seller at or prior to Closing and the Closing occurs, then effective as of Closing, Buyer is deemed to waive such breach or inaccuracy in the representation and warranty in its entirety (such waiver to survive Closing accordingly).
Sample 1

Related to Breach of Seller's Representations and Warranties Prior to Closing

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Survival of Purchaser’s Representations and Warranties The representations and warranties of Purchaser set forth in Section 5.3 shall survive Closing for a period of one (1) year after Closing, unless notice setting forth a specific claim under any such representation or warranty shall be given to Purchaser within that period, in which case such representation or warranty shall survive until such claim is finally and fully resolved.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

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