No Survival of Buyer’s Representations and Warranties. The representations and warranties of Buyer contained in Article 5 of this Agreement shall survive and expire on the same terms as the Sellers’ representations and warranties.
No Survival of Buyer’s Representations and Warranties Sample Clauses
Related to No Survival of Buyer’s Representations and Warranties
Survival of Purchaser’s Representations and Warranties The representations and warranties of Purchaser set forth in Section 5.3 shall survive Closing for a period of one (1) year after Closing, unless notice setting forth a specific claim under any such representation or warranty shall be given to Purchaser within that period, in which case such representation or warranty shall survive until such claim is finally and fully resolved.
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.
Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:
Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:
Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:
No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.
Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.
Buyer Representations and Warranties The Buyer represents and warrants to the Company and Seller that:
Subscriber's Representations and Warranties Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:
Survival of the Representations and Warranties All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representations or warranty and such claims shall survive until finally resolved.
