REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR Sample Clauses

REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR. Each of Sellers and Seller Guarantor represents and warrants to Buyer as of the date hereof and as of the Closing Date that:
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR. The representations and warranties in this Section 4 are subject to exceptions as set forth in disclosure schedules (the “Schedules”). Sellers and Bxxxx agree that this Agreement is being executed and delivered prior to the delivery and review of the Schedules. In addition to the foregoing, if between the Effective Date and the applicable Closing Date, any event arises relating to the Purchased Assets or the Business which either Sellers or Seller Guarantor, as applicable, reasonably determine would constitute a Material Adverse Effect on the ability of the Sellers or the Seller Guarantor to consummate the transactions contemplated by this Agreement, the Sellers or the Seller Guarantor, as applicable, shall promptly notify Buyer. Sellers and Seller Guarantor, jointly and severally, represent and warrant to Buyer that each of the following representations and warranties are true and correct on the date hereof (as modified by the Schedules) and will be true and correct as of the Closing Date, except as set forth on the Schedules:
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REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR. Sellers and Seller Guarantor hereby, jointly and severally, represent and warrant to Buyer that the statements contained in this Article 4 are true and correct as of the date of this Agreement and as of the Closing Date (except in the case of representations and warranties that are made as of a specified date, in which case such representations and warranties will be true and correct as of such specified date); provided, however, that notwithstanding anything to the contrary in this Agreement, the statements contained in this Article 4 are only made with respect to the Business, the Facilities, the Purchased Assets and the Assumed Liabilities, as applicable, and nothing in this Article 4 shall be construed to pertain to any assets, liabilities, entities or businesses other than the Business, the Facilities, the Purchased Assets or the Assumed Liabilities, as applicable.
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Related to REPRESENTATIONS AND WARRANTIES OF SELLERS AND SELLER GUARANTOR

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

  • 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 AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer 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 Seller represents and warrants to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company 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.

  • 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 and Warranties Seller represents and warrants to Purchaser that:

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