Limitations on Seller’s Representations and Warranties. Except for the representations and warranties contained in this Agreement, Sellers make no other express or implied representation or warranty, including, representations or warranties as to the condition of the Acquired Assets, their contents, the income derived or potentially to be derived from the Acquired Assets or the Business and Sellers hereby expressly disclaim all such representations or warranties of any kind or nature, or the expenses incurred or potentially to be incurred in connection with the Acquired Assets or the Business. Sellers are not, and will not be, liable or bound in any manner by express or implied warranties, guarantees, statements, promises, representations or information pertaining to the Acquired Assets or the Business, made or furnished by any Representatives or other person representing or purporting to represent Sellers, unless and to the extent the same is expressly set forth in this Agreement.
Limitations on Seller’s Representations and Warranties. THE PURCHASED ASSETS ARE BEING CONVEYED AAS IS,@ AWHERE IS@ AND AWITH ALL FAULTS@ ON THE DATE HEREOF AND ON THE CLOSING DATE. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV OF THIS AGREEMENT, SELLER MAKES NO OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF THE PURCHASED ASSETS, THEIR CONTENTS, THEIR FITNESS FOR ANY INTENDED USE, THE INCOME DERIVED OR POTENTIALLY TO BE DERIVED FROM THE PURCHASED ASSETS OR THE BUSINESS, OR THE EXPENSES INCURRED OR POTENTIALLY TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS OR THE BUSINESS. SELLER IS NOT, AND WILL NOT BE, LIABLE OR BOUND IN ANY MANNER BY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, STATEMENTS, PROMISES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS OR THE BUSINESS, MADE OR FURNISHED BY ANY BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER, UNLESS THE SAME IS EXPRESSLY SET FORTH IN THIS AGREEMENT.
Limitations on Seller’s Representations and Warranties. (a) Except as and to the extent expressly set forth in Article 6, (i) the Sellers make no representations or warranties, express or implied, and (ii) each Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated (orally or in writing) to Purchaser or any of its Affiliates, employees, agents, consultants or representatives (including any opinion, information, projection or advice that may have been provided to Purchaser by any officer, director, employee, agent, consultant, representative or advisor of any Seller or any Affiliates thereof).
Limitations on Seller’s Representations and Warranties. In the event of any breach by Seller of any of such covenants, representations or warranties which is discovered prior to the Closing, Buyer's sole remedy shall be to elect in writing to terminate this Agreement. In no event shall Seller be liable for any indirect or consequential damages on account of Seller's breach of any covenant, representation or warranty contained in this Agreement; and Seller's total liability to Buyer for any and all breaches of any covenant, representation or warranty contained in this Agreement shall not exceed $400,000.00. The provisions of this Article 8 shall terminate one year after the Closing; Seller shall have no liability to Buyer under this Article 8 after such date.
Limitations on Seller’s Representations and Warranties. The representations and warranties of Seller pursuant to Section 8.1 shall terminate upon any termination of this Agreement and shall otherwise survive the Closing hereunder for a period of six (6) months and shall expire and terminate six (6) months following the Closing (the “Survival Period”) unless (a) prior to such date Buyer notifies Seller in writing of the existence of the claim in question, which notification shall describe in reasonable detail the nature of the claim or the facts, circumstances, conditions or events then known to Buyer which give rise to the claim, and (b) prior to that date which is sixty (60) days following such notification, Buyer properly files an action in the appropriate judicial venue asserting such claim against Seller.
Limitations on Seller’s Representations and Warranties. Buyer acknowledges and agrees that it shall acquire the Acquired Assets “AS IS,” “WHERE IS” and “WITH ALL FAULTS” on the Closing Date and after giving effect to the Closing, subject to the terms and conditions of this Agreement.
Limitations on Seller’s Representations and Warranties. In the event of any breach by Seller of any of such representations or warranties which is discovered prior to the Due Diligence Expiration Date or the Closing, Buyer’s sole remedy shall be to elect in writing to terminate this Agreement on or before the Due Diligence Expiration Date or the Closing Date, respectively. In no event shall Seller be liable for any indirect or consequential damages on account of Seller’s breach of any representation or warranty contained in this Agreement or any re-certification of Seller’s representations and warranties delivered in connection with this Agreement at Closing. If the Closing occurs, Seller’s total liability to Buyer for any and all breaches of any covenant, representation or warranty contained in this Agreement or any such re-certification of representations and warranties shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000), in the aggregate. The provisions of this Article 9 and
Limitations on Seller’s Representations and Warranties. In the event of any breach by Seller of any of such representations or warranties which is discovered prior to the Closing, Buyer’s sole remedy shall be to elect in writing to terminate this Agreement on the Closing Date. In no event shall Seller be liable for any indirect or consequential damages on account of Seller’s breach of any representation or warranty contained in this Agreement or any re-certification of Seller’s representations and warranties delivered in connection with this Agreement at Closing. If the Closing occurs, Seller’s total liability to Buyer for any and all breaches of any covenant, representation or warranty contained in this Agreement or any such re-certification of representations and warranties shall not exceed [SAME AS DEPOSIT AMOUNT: and 00/100 Dollars ($ .00)], in the aggregate. The provisions of this Article 9 and Section 8.2 shall terminate six (6) months after the Closing; Seller shall have no liability to Buyer under this Article 9 or Section 8.2 after such date.
Limitations on Seller’s Representations and Warranties. The representations and warrantie s set forth in Section 5.2 are subject to the following specific limitations:
5.3.1. Except with respect to Section 5.2.1, the representations and warranties shall not apply, and Buyer shall have no basis for asserting a breach of a representation or warranty with respect to, any matters disclosed in the Due Diligence Materials or of which Buyer was otherwise aware of prior to executing this Agreement (it being agreed that Buyer shall not be deemed to be aware of any Buyer Excluded Matters);
5.3.2. No representation or warranty is made with respect to any Asset or Purchased Asset with respect to which any Buyer Party is an Interested Person; and
5.3.3. If, in connection with any Purchased Asset, Buyer (or any successor or assign of Buyer) procures title insurance or is entitled to receive the benefit of title insurance by endorsement or otherwise with respect to such Purchased Asset, to the extent that such insurance provides coverage with respect to any matters addressed by any of the representations and warranties set forth in Section 5.2, then, with respect to such matters, Buyer shall first pursue its remedies in respect of such title insurance.
Limitations on Seller’s Representations and Warranties. Buyer acknowledges that prior to the Effective Time, Buyer and its representatives were permitted such access to the books and records and other properties and assets of Seller that it and its representatives have desired or requested to see and/or review, and that it and its representatives have had such opportunity to meet with the officers and employees of Seller to discuss the businesses and assets of Seller as Buyer deemed necessary. Buyer and Seller intend that Buyer rely primarily on its due diligence inspections in making its decision to enter into this Agreement.
