Seller’s Representations and Warranties Concerning NLC and Its Subsidiaries Sample Clauses

Seller’s Representations and Warranties Concerning NLC and Its Subsidiaries. Except as set forth in, or qualified by any matter set forth in, (i) the filings of Hilltop with the SEC filed prior to the date of this Agreement or (ii) the Seller Disclosure Letter (it being agreed that the disclosure of any matter in any section in the Seller Disclosure Letter shall be deemed to have been disclosed in any other section in the Seller Disclosure Letter to which the applicability of such disclosure is reasonably apparent), Seller hereby represents and warrants to Buyer, as of the date of this Agreement and as of the Closing Date (except that representations and warranties that are made as of a specific date are made only as of such date), as follows:
Sample 1
AutoNDA by SimpleDocs

Related to Seller’s Representations and Warranties Concerning NLC and Its Subsidiaries

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

  • 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 SELLER PARTIES Each Seller Party, jointly and severally, makes the following representations and warranties to Buyer:

  • REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES The Parent Parties hereby jointly and severally represent and warrant to the Company Parties as follows:

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

  • REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES Each of the Buyer Parties represents and warrants to each of the Selling Parties as follows:

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

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER Parent and Buyer hereby jointly and severally represent and warrant to the Sellers that:

Time is Money Join Law Insider Premium to draft better contracts faster.