No Survival of Sellers’ Representations and Warranties Sample Clauses

No Survival of Sellers’ Representations and Warranties. The representations and warranties of Sellers contained herein and in any certificate or other Transaction Document delivered by Sellers pursuant to this Agreement shall terminate upon and not survive the Closing and there shall be no liability in respect thereof. Each of Sellers’ covenants and other agreements contained in this Agreement shall terminate upon the Closing except to the extent that performance under such covenant or other agreement is to take place after Closing, in which case such covenant or other agreement shall survive the Closing until the earlier of (a) performance of such covenant or other agreement in accordance with this Agreement or (b)(i) if time for performance of such covenant or other agreement is specified in this Agreement, sixty (60) days following the expiration of the time period for such performance or (ii) if time for performance of such covenant or other agreement is not specified in this Agreement, the expiration of applicable statute of limitations with respect to any claim for any failure to perform such covenant or other agreement; provided that if a written notice of any claim with respect to any covenant or other agreement to be performed after Closing is given prior to the expiration of such covenant or other agreement then such covenant or other agreement shall survive until, but only for purposes of, the resolution of such claim by final, non-appealable judgment or settlement.
Sample 1
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Related to No Survival of Sellers’ Representations and Warranties

  • 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.

  • 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.

  • 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:

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

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

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

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

  • 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.

  • 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:

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