Inaccuracy of Sellers’ Representations and Warranties Sample Clauses

Inaccuracy of Sellers’ Representations and Warranties. In the case of any of the Sellers’ Warranties set forth in Clause 15.1 being false or inaccurate, the indemnification to the Purchaser will include all losses and damages suffered by the Purchaser. In the case of any of the representations and warranties of Sellers set forth in Clauses 10.3 or 11.2 being false or inaccurate, the indemnification payable by the Sellers to the Purchaser shall be the Damages suffered by the Purchaser as a consequence of any such representation or warranty being false or inaccurate. In the event of breach of Sellers’ Warranties set forth in Clause 15.1(a), the indemnification to the Purchaser shall include at least the amount of the Payment and Funding Obligations, without prejudice to any other remedies that may be available to the Purchaser by law or under this Agreement. With the exception of the Seller Warranties in Clause 15.1 and Clauses 10.3 and 11.2, the Sellers do not make, and shall not be deemed to make or have made, any express or implied representation or warranty with respect to the TCG Group, the Shares, the Business, the Budget Plan, the Shareholders Loans, the quality or accuracy of any due diligence or other documentation provided to the Purchaser or otherwise.
Sample 1
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Related to Inaccuracy of Sellers’ Representations and Warranties

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser 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.

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

  • 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:

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

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

  • Accuracy of Each 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.

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

  • ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES The representations and warranties of the Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each Closing as though made at each such time.

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