Limitation of Seller's Representations Sample Clauses

Limitation of Seller's Representations. The representations and warranties of Sellers contained in Section 7.1 are made as of the Effective Date. Prior to the date of the Closing, Sellers shall notify Buyer of any modifications to such representations that are required to make such representations true in all material respects, including any modifications arising from actions taken in compliance with Section 14. If any representation of Sellers herein, although true as of the Effective Date, is no longer true at the Closing as a result of a matter, event or circumstance beyond Sellers’ reasonable control, Buyer may not consider same as an event of default hereunder; but rather, in such case, Buyer may, at Buyer’s option and as Buyer’s sole and exclusive remedy, terminate this Agreement and have the Deposit refunded by Escrow Agent, whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to each other hereunder, except for the any rights and obligations that expressly survive herein. The representations and warranties set forth in Section 7.1 and in Sellers’ Documents shall survive the Closing to the date (the “Representation Termination Date”) occurring six (6) months after the date of the Closing, at which time such representations and warranties shall terminate and be of no further force or effect, except for any claims made prior to the Representation Termination Date as hereinafter set forth; provided, however, that the representations and warranties set forth in Section 7.1.1 through 7.1.3 shall survive the Closing for a period of one (1) year after the Closing Date. All other representations and warranties made by Sellers in this Agreement, unless expressly provided otherwise, shall not survive the Closing. In order to make a claim for damages based on the inaccuracy of any of the representations or warranties of Sellers contained in Section 6.1 or in Sellers’ Documents, promptly after discovery of any such inaccuracy (but in any event prior to the Representation Termination Date), Buyer shall notify Sellers in writing (a “Misrepresentation Notice”) that Buyer has discovered the existence of an inaccuracy in a warranty or representation (such Misrepresentation Notice to describe the inaccuracy in reasonable detail). Thereupon, the claim set forth in such Misrepresentation Notice shall continue to survive until final resolution or settlement thereof. No post-Closing claim for breach of any representation or warranty of Sellers shall be actionable o...
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Limitation of Seller's Representations. The representations and warranties of Seller contained in Section 9.1 are made as of the date hereof. Prior to the date of the Closing, Seller shall notify Buyer of any modifications to such representations which are required to make such representations true in all material respects. The representations and warranties set forth in Subsections 9.1.1, 9.1.2 and 9.1.3 shall survive the Closing. The representations and warranties set forth in Subsections 9.1.4 through 9.1.9, inclusive, shall survive the Closing to the date (the "Representation Termination Date") occurring six (6) months after the date of the Closing, at which time such representations and warranties shall terminate and be of no further force or effect. All other representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. Where representations and warranties are made in this Agreement to the "best of Seller's knowledge," such phrase shall mean and be limited to the statement that there is no fact or circumstance contrary to such representation or warranty within the actual knowledge of Jxxx X. Xxxxx and Cxxxxxxxx X. Xxxxx whom Seller represents are the management level employees of the holding company of MLH Property Managers Inc. who are primarily responsible for the day-to-day oversight of the management and operation of the Property. For purposes of the representations and warranties made by Seller in this Agreement and/or Seller's Documents, (1) "Seller's knowledge" shall not include that of any independent contractor hired by Seller or any former employee of the holding company of MLH Property Managers Inc. and (2) notices received by any independent contractor hired by Seller and not delivered by such contractor to Seller shall not be deemed to have been received by Seller.
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Limitation of Seller's Representations. The representations and -------------------------------------- warranties set forth in this Section 11 shall survive the Closing to the date occurring twelve (12) months after the Closing Date, at which time such representations and warranties shall terminate and be of no further force or effect. All other representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. Where representations and warranties are made in this Agreement to the "best of Seller's knowledge," such phrase shall mean and be limited to the actual knowledge of Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, or Xxxxx Xxxxx.
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Limitation of Seller's Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING ARTICLE IX HEREOF) AND THE RELATED AGREEMENTS, BUYER ACKNOWLEDGES THAT (a) SELLER IS SELLING AND BUYER IS ACQUIRING THE ACQUIRED ASSETS ON AN “AS IS”, “WHERE IS” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ASSETS (EXPRESS, IMPLIED OR STATUTORY), AND (b) SELLER HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE ACQUIRED ASSETS AND SELLER HAS EXPRESSLY DISCLAIMED ANY SUCH WARRANTIES (EXPRESS, IMPLIED OR STATUTORY).
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Limitation of Seller's Representations. The Seller makes no representation or warranty whatsoever except as and to the extent expressly set forth in SECTION 3.1; provided that all representations, warranties and covenants of the Seller in this Agreement are in addition to those in the Definitive Acquisition Agreement which pertain to the Company and the Business. The Buyer acknowledges that it is aware of the matters set forth in the Disclosure Schedule, and that each of the covenants, representations and warranties of the Seller set forth in SECTION 3.1 is expressly subject to all matters set forth in the Disclosure Schedule.
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Limitation of Seller's Representations. As-Is Sale". Buyer acknowledges and agrees that the Property shall be purchased in an "as-is," "where is" condition, and, except as otherwise specifically stated in this Agreement, Seller and Seller's partners, agents or employees make no warranty or representation of any kind, type or nature, express or implied, or arising by operation of law, including, but not limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose, in respect of the Property. Buyer accepts the Property in its present condition, with all faults, any warranties of merchantability or fitness for a particular purpose being hereby expressly disclaimed. Buyer acknowledges and agrees that Buyer will inspect the Property and that Buyer is purchasing the Property solely upon the basis of such investigation and not on the basis of any repre sentation, express or implied, written or oral, made by, or on the basis of any information provided or to be provided by, Seller or Seller's partners, agents or employees. Seller is hereby released from all responsibility regarding the valuation or condition of all or any portion of the Property. Seller shall have no responsibility to remove, remedy or repair any existing improvements, materials or conditions located or existing on the Property.
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Limitation of Seller's Representations. All representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. Where representations and warranties are made in this Agreement to "Seller's knowledge," such phrase shall mean and be limited to the actual knowledge of Xxxxxxx Xxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxxx (the "DESIGNATED EMPLOYEES") and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager or to any officer, agent, manager, representative or employee of Seller or any affiliate of Seller, or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.
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Limitation of Seller's Representations 
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Related to Limitation of Seller's Representations

  • Seller’s Representations Seller 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.

  • Seller Representations Seller represents and warrants to Purchaser as follows: (a) Seller owns all Purchased Notes free and clear of all liens, pledges, encumbrances, security agreements, equities, options, claims, charges and restrictions of any nature whatsoever, except any restrictions under applicable state and federal securities laws, and has not previously entered into any commitment for the sale of all or part of such Purchased Notes or otherwise conveyed or encumbered Seller’s interest with respect to the Purchased Notes. (b) Seller has full power and authority to sell and transfer the Purchased Notes to Purchaser without obtaining the waiver, consent, order or approval of (i) except as has otherwise been obtained or as otherwise provided for in this Agreement, Amicus International, (ii) any state or federal governmental authority, or (iii) any third party or other person. (c) The execution and delivery of this Agreement by such Seller and the performance by Seller of his, her, or its obligations pursuant to this Agreement will not result in any material violation of, or materially conflict with, or constitute a material default under, any agreement to which Seller is a party or such Seller’s charter documents, nor, to such Seller’s knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the Purchased Notes, other than pursuant to this Agreement. (d) Upon delivery of and payment for the Purchased Notes as herein contemplated, Seller will convey to Purchaser good, valid and marketable title to the Purchased Notes free and clear of all liens, encumbrances, equities, options, claims, charges and restrictions, of any nature whatsoever, other than restrictions under applicable securities laws. (e) Seller has reviewed with Seller’s own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. Seller is not relying on any statements or representations of Purchaser or any of its agents. Seller understands that Seller shall be solely responsible for Seller’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • Buyer Representations Buyer represents and warrants to Seller as follows:

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

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

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

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

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