Limitations on Representations Sample Clauses

Limitations on Representations. (a) If before the Closing either party acquires knowledge of any condition which constitutes a material change in any of the representations and warranties set forth in Section 3.2 (c), (e), (k), (l), (m), (o), (p) and (q) (the “Operational Representations”), such party shall promptly notify the other party of such condition. If Seller is not able to cure any such condition prior to the Closing Date, then, provided that such condition was not the result of Seller’s willful misrepresentation or willful act, Buyer’s exclusive remedy shall be the termination of this Agreement, by delivering written notice of such termination to Seller within ten (10) days after the date that Seller notifies Buyer that Seller is unable to cure such condition. Upon such termination, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. If Buyer fails to terminate this Agreement within such ten (10) day period, Buyer shall be deemed to waive its right of termination with respect to any such condition, and such condition shall be incorporated and become part of the applicable representation or warranty as of the Closing Date so as to make same a true statement.
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Limitations on Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article IV, NONE OF PARENT, MERGER SUB I, MERGER SUB II, OR ANY OTHER PERSON MAKES, OR HAS BEEN AUTHORIZED BY PARENT, MERGER SUB I, MERGER SUB II, OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES TO MAKE, ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, AND THEIR RESPECTIVE AFFILIATES, THE PARENT COMMON STOCK, THE MERGERS OR THE TRANSACTION, AND PARENT, MERGER SUB I, AND MERGER SUB II DISCLAIM ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY ANY AFFILIATE OF PARENT, MERGER SUB I OR MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES AND IF MADE, SUCH REPRESENTATION OR WARRANTY MAY NOT BE RELIED UPON BY THE COMPANY, ANY SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES AS HAVING BEEN AUTHORIZED BY PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS Article IV, PARENT, MERGER SUB I AND MERGER SUB II HEREBY DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO THE COMPANY, ANY SELLER, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR REPRESENTATIVES (INCLUDING ANY OPINION, PROJECTION, FORECAST, STATEMENT, MEMORANDUM, PRESENTATION, ADVICE OR INFORMATION THAT MAY HAVE BEEN OR MAY BE PROVIDED TO THE COMPANY OR ANY SELLER, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR REPRESENTATIVES, BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES OR ANY OF THEIR AFFILIATES. NONE OF PARENT, MERGER SUB I, MERGER SUB II OR ANY OF THEIR RESPECTIVE SUBSIDIARIES MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE COMPANY OR ANY SELLER REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS CONDUCTED BY PARENT, MERGER SUB I, MERGER SUB II AND THEIR RESPECTIVE SUBSIDIARIES FOLLOWING THE DATE OF THIS AGREEMENT.
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Limitations on Representations. Warranties and Covenants 27
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Limitations on Representations. Nothing in this Agreement shall be construed as:
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Limitations on Representations. The representations and warranties of Sellers shall be made severally by each Seller only as to that particular Seller and the extent of liability for each particular Seller shall be limited to the sales price of each Share, or one-half Share, of stock of the Corporation sold by that particular Seller pursuant to the terms of this Agreement, I.E., $33,000.00 per Share or $16,500 per one-half Share. ----------------- As used in this Agreement, "to the best of Sellers' knowledge" shall mean all matters reflected in any document or files of the Corporation, any Seller or any of their affiliates and the actual knowledge after due inquiry of the officers and directors of Seller, including Xxx Xxxxxxx, the President of Seller.
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Limitations on Representations. The Stockholders and the Purchaser acknowledge that except for the representations and warranties contained in this Agreement, no party hereto has made any representation or warranty, expressed or implied, with respect to (a) in the case of the Stockholders, the Company, its Subsidiaries or the Business and (b) in the case of the Purchaser, the Purchaser.
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Limitations on Representations. 40 9.03. Sole Remedy . . . . . . . . . . . . . . . . . . 40 9.04. Notices . . . . . . . . . . . . . . . . . . . . 40 9.05. Public Announcements. . . . . . . . . . . . . . 41 9.06. Headings. . . . . . . . . . . . . . . . . . . . 42 9.07. Severability. . . . . . . . . . . . . . . . . . 42 9.08. Entire Agreement. . . . . . . . . . . . . . . . 42 9.09. Assignment. . . . . . . . . . . . . . . . . . . 42 9.10. Amendment . . . . . . . . . . . . . . . . . . . 42 9.11. Governing Law . . . . . . . . . . . . . . . . . 42 9.12. Consent to Jurisdiction.. . . . . . . . . . . . 42 9.13. No Third Party Beneficiaries. . . . . . . . . . 43 9.14. Counterparts. . . . . . . . . . . . . . . . . . 43
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Limitations on Representations. In the event of any material breach by Seller of any of such representations, warranties or covenants discovered after Closing, Seller shall be liable only for any direct or actual damages suffered by Purchaser on account of Seller’s breach. Any liability of Seller hereunder for breach of any such representations or warranties shall be limited to (a) claims in excess of an aggregate of One Hundred Fifty Thousand Dollars ($150,000) (“Liability Threshold”) (provided that, with respect to such claims, Seller shall liable for the entirety of such claims from the first dollar of loss) that are asserted by written notice to Seller and by filing suit in court of competent jurisdiction (or by initiating arbitration, if required) within the Survival Period, and (b) a maximum aggregate amount of One Million Four Hundred Thousand Dollars ($1,400,000) (the “Liability Cap”); provided that in no event shall the following amounts be subject to the Liability Threshold or Liability Cap: (i) any judgement for actual fraud by Seller, or (ii) claims for prorations pursuant to Article 10 [Prorations], claims for closing costs pursuant to Section 11.1 [Seller Costs], claims under Section 12.2 [No Change], claims for failure to remit insurance or casualty proceeds to Purchaser pursuant to Section 14.2, claims for indemnification pursuant to Article 16 [Brokers], or claims for legal costs pursuant to Article 22 [Attorney’s Fees]. In no event shall Seller or Purchaser be liable for any indirect, consequential, special or punitive damages on account of its breach of any representation, warranty or covenant contained in this Agreement. Additionally, notwithstanding the foregoing, if Purchaser obtains actual knowledge prior to the Closing (defined as the present actual knowledge of Xxxxxx Xxxx or Xxx Xxxx, without
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Related to Limitations on Representations

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Limitations on Warranties (a) Except for the representations and warranties contained in this Agreement, the Company’s Disclosure Letter and any agreements or certificates delivered pursuant to this Agreement, the Company makes no other express or implied representation or warranty to Parent or Merger Subsidiary. Parent and Merger Subsidiary each acknowledge that, in entering into this Agreement, it has not relied on any representations or warranties of the Company other than the representations and warranties of the Company set forth in this Agreement, the Company’s Disclosure Letter or any agreements or certificates delivered pursuant to this Agreement.

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

  • Certain Representations and Covenants Each Member and its Permitted Transferee represents and covenants to the Company and the other Members as follows:

  • Reliance on Representations Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. Purchaser represents and warrants to the Company that any information that Purchaser has heretofore furnished or furnishes herewith to the Company is complete and accurate, and further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Securities. Within five (5) days after receipt of a request from the Company, Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is subject.

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Investment Representations and Covenants (a) Purchaser is acquiring the Warrants for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. Unless a registration statement is effective at the time of exercise of the Warrants, the Purchaser covenants to acquire the Warrant Shares for his, her or its own account, for investment only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

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