Form and Scope of Sellers’ Warranties Sample Clauses

Form and Scope of Sellers’ Warranties. Each Seller hereby severally (but not jointly) warrants to the Purchaser by way of an independent promise of guarantee pursuant to Section 311 Sub-Section 1 of the German Civil Code (selbständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within the scope and subject to the requirements and limitations provided in Section 7 hereof or otherwise in this Agreement that the statements set forth in this Section 6 (the “Sellers’ Warranties”) are correct as of the date of this Agreement (the “Signing Date”) and, in the case of the Title Warranties, at the Closing and, in the case of the Sellers Warranties set out in Sections 6.2(b)(iii) and 6.3(b)(ii), at the date delivered to the Purchaser save that the Sellers’ Warranties set out in Section 6.3 (the “S&N Warranties”) are given by the S&N Sellers only. The Sellers and the Purchaser agree that the Sellers’ Warranties are not granted, and shall not be qualified and construed as, quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of Sections 443, 444 of the German Civil Code. With the exception of the Warranties contained in Section 6.2(a)(iv), the terms “BSN Group Companies” and “BSN Group” in this Section 6 shall not include the Associate.
Sample 1
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Form and Scope of Sellers’ Warranties. The Seller hereby warrants to the Purchaser by way of an independent promise of guarantee (selbstständiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB within the scope and subject to the requirements and limitations provided in § 10 below that the statements set forth in § 9(2) below (hereinafter collectively referred to as the “Seller’s Warranties” and each as a “Seller’s Warranty”) are true and correct as of the Signing Date or as of any such other date as expressly set out in relation to the relevant Seller’s Warranty, except for the Seller’s Warranties set out in § 9(2)a), b), c), g), h) and l) below and portions of the Seller’s Warranties set out in § 9(2)a) and § 9(2)j) below, which shall be true and correct both as of the Signing Date (or any such indicated relevant other date) and as of the Closing Date (to the extent a Seller’s Warranty is not given subject to the Seller’s Knowledge, in which case the respective Seller’s Warranty shall only be given as of the Signing Date). The Seller and the Purchaser agree that the Seller’s Warranties are not granted, and shall not be qualified or construed, as quality guarantees concerning the object of the purchase (Garantien für die Beschaffenheit der Sache) within the meaning of sections 443, 444 BGB or agreements on quality (Beschaffenheitsvereinbarung) within the meaning of section 434 paragraph 1 sentence 1 BGB. With respect to the Trued-up Warranties, § 9(5) below shall apply.
Sample 1

Related to Form and Scope of Sellers’ Warranties

  • Seller’s Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and again as of XXX that:

  • Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.

  • Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:

  • 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.

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

  • Manufacturer’s Warranties If a Lease Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Lease Vehicle, shall have the right to make any claims under such warranty that the Lessor could make.

  • VENDOR'S WARRANTIES 4.1 The Vendor hereby warrants to the Purchaser that:

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

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

  • Contractor’s Warranties Tenant waives all claims against Landlord relating to any defects in the Tenant Improvements; provided, however, that if, within 30 days after substantial completion of the Tenant Improvement Work, Tenant provides notice to Landlord of any non-latent defect in the Tenant Improvements, or if, within 11 months after substantial completion of the Tenant Improvement Work, Tenant provides notice to Landlord of any latent defect in the Tenant Improvements, then Landlord shall promptly cause such defect to be corrected.

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