Disclaimer Respecting Seller's Representations and Warranties Sample Clauses

Disclaimer Respecting Seller's Representations and Warranties. The Seller acknowledges that it is purchasing the Purchased Assets pursuant to this agreement on an "as is, where is" basis and, except for the representations and warranties set out herein, the Seller does not make, nor is i t liable for, any representation, warranty or condition of any kind whatsoever, express or implied, or legal , equitable, conventional, collateral or otherwise, including, without limitation, any warranties or conditions or merchantability or fitness for a particular purpose. The Seller acknowledges that is familiar wi th the Business and has had the opportunity to conduct a full investigation of the Business. In purchasing the Purchased Assets and assuming the Assumed Liabilities pursuant to this agreement, the Seller acknowledges that it is rel ying entirel y on its own knowledge, i nvestigations and judgment. In conducting its investigation of the Business, the Purchased Assets and the Assumed Li abilities, and in considering the various factors relevant to such assets, rights and obligations, the Seller has not relied on the judgment or any representations or warranties of the Seller or those of its agents, employees, officers, directors, affiliates, advisors or other representatives, other than as set out in section 6.1 of this agreement.
Sample 1
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Related to Disclaimer Respecting Seller's Representations and Warranties

  • 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:

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

  • DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES Distributor represents and warrants 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.

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • 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:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • 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.

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