LIMIT ON CLAIMS REGARDING REPRESENTATIONS AND WARRANTIES Sample Clauses

LIMIT ON CLAIMS REGARDING REPRESENTATIONS AND WARRANTIES. Notwithstanding any right of Buyer to investigate fully the affairs of Seller and its business, and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, Buyer has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this agreement or in any certificate delivered pursuant hereto. All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder and (i) with respect to Environmental Claims (as defined below), such representations, warranties, covenants and agreements shall survive for a period of four years after the Closing Date, (ii) with respect to Title Claims (as defined below) such representations, warranties, covenants and agreements shall survive indefinitely, and (iii) with respect to General Claims (as defined below), such representations, warranties, covenants and agreements shall survive for a period of eighteen months after the Closing Date. As used in this Agreement, the following terms have the following meanings:
Sample 1
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LIMIT ON CLAIMS REGARDING REPRESENTATIONS AND WARRANTIES. (i) The maximum amount (the "MAXIMUM AMOUNT") for which each of the Stockholders and SCG shall be liable on account of all Losses for which indemnification may be sought is the fair market value of the Merger Consideration or the Contribution Consideration, as the case may be, received by the Stockholder or SCG, as the case may be, pursuant to this Agreement; PROVIDED, HOWEVER, that notwithstanding anything to the contrary, indemnification made with respect to any matter which is the subject of a representation or warranty contained in Section 3.1(c) or Section 3.3(c), shall not be subject to any limitations as to amount. The fair market value (the ("FAIR MARKET VALUE") shall be determined based on the average of the closing prices of New Starwood Common Stock on the principal stock exchange on which it is listed for the five consecutive trading days beginning with the fourth trading day after the Effective Time or, if greater, the average closing prices of New Starwood Common Stock on such exchange for the five consecutive trading days on which the relevant payments in respect of such indemnification is made hereunder. All liabilities of the Stockholders and SCG pursuant to Sections 5.6 and 5.7 shall be satisfied exclusively by the Stockholder or SCG, as applicable, tendering shares of New Starwood Common Stock received by the Stockholder or SCG, as applicable, in the Advisor Merger or the Contribution Transactions, as applicable, to Starwood or New Starwood. (ii) The indemnification in Sections 5.6(i) and (ii) will be the sole remedy because any matter which is the subject of a representation or warranty contained in Section 3.1, 3.2 or 3.3 is not as represented or warranted. Any claim for that indemnification pursuant to Section 5.6(i) or (ii) must be made not later than the one year anniversary of the Effective Time; provided that, any claim for indemnification made with respect to any matter which is the subject of a representation or warranty contained in Section 3.1(c) or 3.3(c), may be made at any time and any matter which is the subject of a representation or warranty contained in Section 3.1(g) may be made at any time prior to 60 days after the end of the statue of limitations period applicable to the matter which is the subject of the claim. Any claim for indemnification pursuant to Section 5.6(iii) must be made prior to 60 days after the end of the statute of limitations period applicable to the matter which is the subject of the claim. A claim...
Sample 1
LIMIT ON CLAIMS REGARDING REPRESENTATIONS AND WARRANTIES. The indemnification in Paragraph 8.1 or 8.2, as the case may be, will be the sole remedy of the Buyer or Hudsxx xxxause any matter which is the subject of a representation or warranty
Sample 1

Related to LIMIT ON CLAIMS REGARDING REPRESENTATIONS AND WARRANTIES

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • 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.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • 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.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

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