Limitations on Representations Sample Clauses
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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.
(b) Neither Buyer nor any party claiming through Buyer, including its officers, directors, shareholders, members, employees, agents, lenders or consultants, shall have any recourse, claim, remedy or right against Seller or any members or partners of Seller and their respective officers, directors, employees and agents (collectively, the “Seller’s Related Parties”), at law or in equity, to assert or maintain any action for damages, direct, consequential or otherwise, or any other remedy available at law or in equity, as a result of any of the Operational Representations of Seller being untrue, inaccurate or misleading if Buyer had actual knowledge or is deemed to know under the circumstances set forth in the next succeeding sentence that such representation or warranty was untrue, inaccurate or misleading at the time of the Closing, and Buyer closed title to the Assets notwithstanding same provided, however, that Buyer’s actual or deemed knowledge relating to an Operational Representation shall not limit or preclude Buyer’s right to terminate this Agreement or to decline to proceed with Closing in the event that Seller’s representations and warranties contained herein are not accurate as of the Closing Date. Buyer shall conclusively be ...
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.
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 ▇▇▇ ▇▇▇▇▇▇▇, the President of Seller.
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
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.
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 ▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇ ▇▇▇▇, without
Limitations on Representations. Warranties and Covenants 27
Limitations on Representations. Nothing in this Agreement shall be construed as:
6.2.1 A warranty or representation by CORrestore or the Members as to the validity or scope of the Patent; or
6.2.2 A warranty or representation by CORrestore or the Members that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties, except as otherwise expressly provided in this Agreement; or
6.2.3 A requirement that CORrestore or the Members shall file any patent application, secure any patent, or maintain any patent in force, except as otherwise expressly provided in Section 2.2; or
6.2.4 An obligation to bring or prosecute actions or suits against third parties for infringement, except as otherwise expressly provided in this Agreement; or
6.2.5 An obligation to furnish any manufacturing information or similar information related to the Licensed Business, except as otherwise expressly provided in this Agreement; or
6.2.6 Conferring a right to use in advertising, publicity, or otherwise any trademark or trade name of CORrestore or the Members, except as otherwise expressly permitted under the Name License; or
6.2.7 Granting by implication, estoppel or otherwise, any licenses or rights other than as expressly provided in this Agreement.