Pre-Closing Representations and Warranties Sample Clauses

Pre-Closing Representations and Warranties. If Buyer obtains knowledge that any of Sellers’ representations and warranties contained herein are not materially true and correct prior to the Close of Escrow then Buyer’s sole remedy shall be to either (a) terminate this Agreement by written notice to Sellers (which must be given, if at all, no later than two (2) business days after Buyer becomes aware of such information and in all events prior Closing), in which event the Deposit shall be returned to Buyer by Escrow Holder (less the Independent Consideration) and Sellers shall reimburse Buyer for its actual and direct documented out-of-pocket, third-party transaction costs in an amount not to exceed, in the aggregate, One Hundred Fifty Thousand Dollars ($150,000), or (b) waive any claim related to the representation and warranty and proceed to the Closing.
Sample 1
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Pre-Closing Representations and Warranties. If Buyers become aware that any of Sellers’ representations and warranties contained herein are not materially true and correct prior to the Close of Escrow, then Buyers’ sole remedy shall be to either (a) terminate this Agreement by written notice to Sellers and Escrow Holder (which must be given, if at all, no later than ( ) business days after Buyers become aware of such information and in all events prior Closing), in which event the Deposit shall be returned to Buyers by Escrow Holder, and seek reimbursement from Sellers for Buyers’ costs incurred in connection with this transaction, including attorneys’ fees (such costs not to exceed Dollars ($ ) in the aggregate), or (b) waive any claim related to the representation and warranty and proceed to the Closing.
Sample 1

Related to Pre-Closing Representations and Warranties

  • Buyer Representations and Warranties Buyer represents and warrants to Seller:

  • Ongoing Representations and Warranties If, at any time during the term of this Agreement, it discovers any fact or omission, or any event or change of circumstances has occurred, which would make any of its representations and warranties herein inaccurate or incomplete in any material respect, it will provide prompt written notification to the Sub-Adviser of such fact, omission, event, or change of circumstance, and the facts related thereto. The Adviser agrees that it will provide prompt notice to the Sub-Adviser in the event that: (i) the Adviser makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impact the Adviser’s ability to perform this Agreement.

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

  • Continuing representations and warranties The Borrower represents and warrants to the Bank that:

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

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

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • DEBTOR'S REPRESENTATIONS AND WARRANTIES Debtor represents and warrants to Secured Party:

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

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