Effect on Sellers’ Representations and Warranties and Closing Conditions Sample Clauses

Effect on Sellers’ Representations and Warranties and Closing Conditions. Notwithstanding anything to the contrary in this Agreement, if a Property is finally determined to be a Withdrawn Property pursuant to Section 7.6.1 and this Agreement is terminated as to such Withdrawn Property pursuant to Section 7.6.1, then (i) no Seller shall make or be deemed to make any representations or warranties with respect to such Withdrawn Property at the Closing, (ii) no representations or warranties with respect such Withdrawn Property set forth in this Agreement or any Sellers’ Closing Documents shall be conditions to the Closing and (iii) Purchaser shall not be deemed to make any representations or warranties with respect to its purchase of such Withdrawn Property, Purchaser shall have no further liability under this Agreement with respect to such Withdrawn Property (except indemnity obligations which survive the termination of the Agreement) and the terms of Section 7.6.2 shall apply.
Sample 1
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Related to Effect on Sellers’ Representations and Warranties and Closing Conditions

  • 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:

  • 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.

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

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

  • 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:

  • Accuracy of the Investor’s Representations and Warranties The representations and warranties of the Investor shall be true and correct in all material respects.

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