Limitations Regarding Seller’s Representations and Warranties Sample Clauses

Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of Seller set forth in Section 5.1 hereof shall survive Closing for a period of nine (9) months (the “Survival Period”).
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of each Seller Entity in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one hundred eighty (180) days (the “Survival Period”). Seller Entity will not take any action that would cause any of the Seller Representations to be untrue as of the Closing Date, except as expressly permitted hereunder. Additionally, in no event shall any Seller Entity ever be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that: (i) occurs between the Effective Date and the Closing Date (other than a change resulting from an action taken by a Seller Entity’s default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing (unless resulting from a Seller Entity’s default of an express obligation set forth in this Agreement), (iii) is expressly permitted under the terms of this Agreement (including by virtue of each Seller Entity’s rights under Sections 5.4.3, 5.4.4 and 5.4.5) or (iv) is beyond the reasonable control of a Seller Entity to prevent; provided, however, that the occurrence of any such change which is beyond the reasonable control of a Seller Entity to prevent shall constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder). Each Seller Entity shall promptly notify Purchaser, in writing, of any event or condition known to Seller Entity which occurs prior to the Closing Date which causes any of the Seller Representations to be rendered untrue or incorrect in any material respect; provided, however, that, except with respect to changes resulting from actions that are expressly permitted to be taken by Seller Entity hereunder, upon such notification, Purchaser shall have the option to terminate this Agreement by delivering written notice thereof to Sellers within five days of receiving such written notice, in which case Escrow Agent shall return the Xxxxxxx Money to Purchaser, the parties shall share equally the cancellation charges, if any, of Escrow Agent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the termination...
Sample 1Sample 2
Limitations Regarding Seller’s Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s actual knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Xxxxxxx XxXxxxx, in his/her capacity as a member of the general partner of Seller and the person within Seller’s organization who is the most familiar with the day-to-day management and operation of the Property, and not individually, without any obligation on such individuals’ parts to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like. If Buyer becomes aware prior to the Closing that any representation or warranty hereunder is untrue, or any covenant or condition to Closing has not been fulfilled or satisfied (if not otherwise waived by Buyer), and Buyer nonetheless proceeds to close on the purchase of the Property, then Buyer shall be deemed to have irrevocably and absolutely waived, relinquished and released all rights and claims against Seller for any damage or loss arising out of or resulting from such untrue representation or warranty or such unfulfilled or unsatisfied covenant or condition. Buyer agrees to inform Seller promptly in writing if it obtains actual knowledge that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which it is obligated to deliver hereunder.
Sample 1
Limitations Regarding Seller’s Representations and Warranties. 5.3.1 The representations and warranties of Seller in this Agreement (including Section 5.1) or in any document delivered in connection with this Agreement (collectively, the “Seller Representations”) shall survive Closing for a period of one (1) year (the “Survival Period”). Additionally, in no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of any Seller Representations which results from any change that (i) occurs between the Effective Date and the Closing Date (other than a change resulting from the Seller’s breach or default of an express obligation set forth in this Agreement), (ii) is disclosed to Purchaser in writing prior to Closing, (iii) is expressly permitted under the terms of this Agreement, or (iv) is beyond the reasonable control of Seller to prevent; provided, however, that the occurrence of any such change which is not expressly permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Purchaser, constitute the non-fulfillment of the condition set forth in Section 4.6.2 (but not a default by Seller hereunder).
Sample 1
Limitations Regarding Seller’s Representations and Warranties 
Sample 1

Related to Limitations Regarding Seller’s Representations and Warranties

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

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

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

  • 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 and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

  • Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

Time is Money Join Law Insider Premium to draft better contracts faster.