Certain Limitations on Hotel Seller’s Representations and Warranties Sample Clauses

Certain Limitations on Hotel Seller’s Representations and Warranties. The representations and warranties of Hotel Seller set forth in this Article III are subject to the following express limitations: (i) The amendment, expiration or termination of any Space Lease, Equipment Lease, Rooms Agreement, Booking or Service Contract or the entering into of any new such agreement occurring in compliance with the terms of this Agreement shall not affect the obligations of Purchaser hereunder or render any representation or warranty of Hotel Seller untrue; (ii) To the extent that Purchaser has actual knowledge (expressly excluding any constructive or implied knowledge, except as specifically provided below) prior to the Closing Date that Hotel Seller’s representations and warranties are inaccurate, untrue or incorrect in any way or if there is a Material Change, and Purchaser nevertheless elects to proceed to Closing, such representations and warranties shall be deemed modified to reflect Purchaser’s knowledge. For purposes of this Agreement, Purchaser’s actual knowledge shall include the actual conscious knowledge of Bxxxxxx X. Xxxxxx, without independent investigation or inquiry by such individual. Purchaser shall also be deemed to have actual knowledge of any information contained in the materials obtained by Purchaser or provided to Purchaser by the Seller in connection with this Agreement, including, without limitation, any environmental investigations and reports obtained by Purchaser. (iii) For purposes of this Agreement, “to Hotel Seller’s knowledge,” “to the knowledge of Hotel Seller,” or “known to Hotel Seller” (or words of similar meaning) shall mean to the actual conscious knowledge of any of the following individuals, Jxxxx Xx Xxxxx, Mxxxxxx Xxxxxx and Jxx Xxxxx, in each case, without independent investigation or inquiry by such individual and without any imputation to such person whatsoever, and expressly excluding constructive or implied knowledge of such person, and there shall be no personal liability on the part of any such person arising out of any representations or warranties made herein or otherwise; and
Sample 1
AutoNDA by SimpleDocs

Related to Certain Limitations on Hotel Seller’s Representations and Warranties

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

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

  • 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.

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

  • Holder’s Representations and Warranties Holder represents and warrants to and covenants and agrees with the Company as follows: 1. Holder is purchasing the Debenture and the Common Stock issuable upon conversion or redemption of the Debenture (the “Conversion Shares” and, collectively with the Debenture, the “Securities”) for its own account, for investment purposes only and not with a view towards or in connection with the public sale or distribution thereof in violation of the Securities Act. 2. Holder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Securities, and (iv) able to afford the loss of its investment in the Securities. 3. Holder understands that the Securities are being offered and sold by the Company in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and “blue sky” laws, and that the Company is relying upon the accuracy of, and Holder’s compliance with, Holder’s representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Holder to purchase the Securities; 4. Holder understands that the Securities have not been approved or disapproved by the Securities and Exchange Commission (the “Commission”) or any state or provincial securities commission. 5. This Agreement has been duly and validly authorized, executed and delivered by Holder and is a valid and binding agreement of Holder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and except as rights to indemnity and contribution may be limited by federal or state securities laws or the public policy underlying such laws.

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

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!