Purchaser and Seller acknowledge that Seller Sample Clauses

Purchaser and Seller acknowledge that Seller has entered into a Lease with Empire Today, LLC, dated September 12, 2014 (the “Empire Lease”), and that occupancy by the tenant thereunder may occur after the Closing if the tenant improvements (the “Empire Improvements”) required under the Empire Lease to be provided by Seller, as landlord under the Empire Lease, have not been completed as of the Closing Date. Seller shall use commercially reasonable efforts to complete and fully pay for the Empire Improvements prior to Closing. However, in the event such improvements are not completed prior to Closing, Seller shall be required to complete the Empire Improvements following Closing as hereinafter provided, at the expense of Seller, and Seller shall be responsible for the commission payable upon the occupancy by the tenant under the Empire Lease (one-half of the commission for the initial term having been paid by Seller prior to the date hereof and any remaining one-half being due upon initial occupancy). In addition, Seller has entered into a Fifth Amendment to Lease dated November 11, 2014 (the “Turnils Amendment”) with Turnils North America, Inc. (“Turnils”), under which a tenant allowance is payable to Turnils and a leasing commission is also payable. If such commissions with respect to the Empire Lease or the Turnils Amendment are not paid at or prior to Closing, or if the tenant allowance has not been paid to Turnils at or prior to Closing, then any such unpaid amount(s) shall be credited to Purchaser at the Closing and Purchaser shall assume the obligation to make such payments as and when due. To the extent any such commission (or a portion thereof) has been paid, Seller will provide a copy of a cancelled check, an acknowledgement of receipt and/or other evidence thereof reasonably acceptable to Purchaser (confirming payments made and amounts remaining due, if any) prior to Closing. To the extent any of the tenant improvement allowance has been paid with respect to the Turnils Amendment, Seller shall deliver copies of paid receipts/invoices, lien waivers, releases and/or other evidence of payment reasonably acceptable to Purchaser (confirming payments made and amounts remaining due, if any) prior to Closing. With respect to the Empire Improvements, Seller shall deliver copies of paid receipts/invoices, lien waivers, releases and/or other evidence of the construction of such improvements and payment of the cost thereof reasonably acceptable to Purchaser (including evidence of percentage of work perf...
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Purchaser and Seller acknowledge that Seller s damages would be difficult or impossible to determine in the event of Purchaser's failure to perform its obligations under this Agreement and that the Xxxxxxx Money is a reasonable estimate of such damages. The Xxxxxxx Money shall, therefore, be liquidated damages to Seller and retention thereof shall be Seller's sole and exclusive remedy for Purchaser's default under this Section 6.1. Seller expressly waives the remedies of specific performance and additional damages. Notwithstanding the foregoing, nothing contained in this Section 6.1 will limit Seller's remedies at law, in equity or under this Agreement in the event of any breach by Purchaser of any obligations which survive Closing or termination of this Agreement, subject, however, to the limitations described in Section 5.6 above.
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Related to Purchaser and Seller acknowledge that Seller

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • 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 For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

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