SELLER'S REPRESENTATION AND WARRANTY Sample Clauses

SELLER'S REPRESENTATION AND WARRANTY. At the Second Closing and on the date of any purchase of an Inventory Portion pursuant to SECTION 2.4 hereof, the LTV Companies will have the right to transfer the Additional Assets to Buyer free and clear of all Liens, other than Permitted Liens.
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SELLER'S REPRESENTATION AND WARRANTY. Seller hereby represents and warrants to Purchaser that Seller has the power and authority to execute, deliver and perform this Agreement and all of the transactions contemplated hereby.
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SELLER'S REPRESENTATION AND WARRANTY. The Seller represents and warrants to the Purchaser that:
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SELLER'S REPRESENTATION AND WARRANTY. Seller represents and warrants to Buyer that Seller has all requisite corporate power and authority to execute and deliver this Amendment and to effect the transactions contemplated hereby and has duly authorized the execution, delivery and performance of this Amendment by all requisite corporate action. This Amendment has been duly executed and delivered by Seller and this Amendment is a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.
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SELLER'S REPRESENTATION AND WARRANTY. The Seller represents and warrants that, prior to the Original Effective Date, the Seller has not engaged in any business operations or activities.
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SELLER'S REPRESENTATION AND WARRANTY. The Seller represents and warrants to the Company that, except for certain restrictions on the sale of the Shares under that certain Stock Redemption Agreement, which, subject to the conditions described in Section 5 hereof, have been effectively waived and released, he is the owner, free and clear of any liens, options, pledges, encumbrances, security interests or other claims (collectively, "Liens"), of all of the Shares and that, upon release of the Certificate and Stock Power to the Company, the Company shall receive good title to the Shares, free of any and all Liens.
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Related to SELLER'S REPRESENTATION AND WARRANTY

  • 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:

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

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

  • 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.

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

  • Subscriber's Representations and Warranties Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:

  • 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:

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

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