Remedies Regarding Representations and Warranties Sample Clauses

Remedies Regarding Representations and Warranties. By executing and delivering the documents required of such party in Section 7.04 below, (i) Seller shall be deemed to have remade all of the foregoing representations and warranties of Seller in Section 5.01 as of Closing and (ii) Purchaser shall (subject to changes in such representations and warranties resulting from any assignment of this Agreement permitted pursuant to Section 9.02 below) be deemed to have made all of the foregoing representations and warranties of Purchaser in Section 5.02 as of Closing. Should any of such representations and warranties of Seller be found to be incorrect prior to Closing, Seller shall attempt to cure the same by Closing. If Seller is unable to cure same by Closing, at Purchaser’s option the Closing shall be postponed until five (5) business days following Purchaser’s receipt of proof satisfactory to Purchaser that such matters have been cured, provided, however, if Seller is unable to cure the same within thirty (30) days from the date of notice of the same, Purchaser shall be entitled either to waive the same and close this transaction, exercise its rights pursuant to Article VI of this Agreement or to terminate this Agreement. In the event Purchaser elects to terminate this Agreement, Escrow Agent shall return the Deposit to Purchaser and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement. The representations and warranties of each party shall survive the Closing for a period of two (2) years. Seller shall indemnify and hold Purchaser harmless from and against any loss, damage, liability, claim, cost or expense (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted against Purchaser and arises from a breach of Seller’s representation or warranty. The provisions of this Section 5.03 shall survive the Closing.
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Remedies Regarding Representations and Warranties. (a) Notwithstanding anything to the contrary in this Agreement, each Seller shall have the right prior to the Closing to amend and supplement any exhibit to this Agreement with written notice to Purchaser to the extent that (i) such exhibit needs to be amended or supplemented to maintain the truth or accuracy of the applicable representation or warranty, and (ii) such Seller did not have any knowledge as of the Effective Date of the matter being disclosed in such amendment or supplement. If any Seller makes any such amendment or supplement after the expiration of the Inspection Period (a “Post Due Diligence Disclosure”) that Purchaser deems to be material to any Hotel or Business, acting reasonably, then such Post Due Diligence Disclosure shall constitute a failure of the conditions precedent to Purchaser’s obligations as set forth in Section 5.6.
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Remedies Regarding Representations and Warranties. By executing and delivering the documents listed in Section 7.4(a) below, Seller shall be deemed to have made all of the foregoing representations and warranties of Seller in Section 4.1 above, as of the date hereof and as of the Closing. Should any of such representations and warranties be found to be incorrect in any material respect prior to the Closing, Seller shall use reasonable efforts to attempt to cure the same by the Closing. If Seller is unable to cure same by the Closing, at Purchaser’s option, the Closing shall be postponed until five (5) business days following Purchaser’s receipt of proof satisfactory to Purchaser that such matters have been cured, provided, however, if Seller is unable to cure the same within fifteen (15) days from the scheduled Closing Date, Purchaser shall be entitled either to waive the same and close this transaction or to terminate this Agreement. In the event Purchaser elects to terminate this Agreement pursuant to this Section 4.5 neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement.
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Remedies Regarding Representations and Warranties. (a) Each party shall promptly after obtaining actual knowledge thereof disclose to the other any changes which results in any of its representations and warranties or the other party’s representations and warranties becoming untrue or incorrect in any material respect. At the Closing, each of Seller and Purchaser shall deliver to the other a certificate affirming, subject only to exceptions specified in such certificate, that the representations and warranties of such party contained in Section 4.01 or 4.05 (as the case may be) are true and correct in all material respects as of the Closing, which such certificate shall be subject to all of the provisions of this Section 4.06.
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Related to Remedies Regarding Representations and Warranties

  • Representations and Warranties Remedies and Breach 18 ARTICLE IV....................................................................35

  • Representations and Warranties Regarding the Trust Depositor 17 Section 3.02. Representations and Warranties Regarding the Servicer 18 ARTICLE FOUR PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS 20 Section 4.01. Custody of Contracts 20 Section 4.02. Filing 21 Section 4.03. Name Change or Relocation 21 Section 4.04. Costs and Expenses 21 ARTICLE FIVE SERVICING OF CONTRACTS 22 Section 5.01. Responsibility for Contract Administration 22 Section 5.02. Standard of Care 22 Section 5.03. Records 22 Section 5.04. Inspection 22 Section 5.05. Trust Accounts 22 Section 5.06. Enforcement 24 Section 5.07. Trustees to Cooperate 25 Section 5.08. Costs and Expenses 25 Section 5.09. Maintenance of Security Interests in Motorcycles 26 Section 5.10. Successor Servicer/Lockbox Agreements 26 Section 5.11. Separate Entity Existence 26 ARTICLE SIX THE TRUST DEPOSITOR 26 Section 6.01. Covenants of the Trust Depositor 26

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • 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.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH Section 3.01 Seller Representations and Warranties Relating to the Mortgage Loans.

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

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