SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING Sample Clauses

SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Seller's representations and warranties contained in this Agreement or in any certificate delivered in connection with this Agreement or the transactions contemplated herein shall be true in all material respects at and as of the date of Closing as though such representations and warranties were then again made.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. All representations and warranties of Seller contained in this Agreement, the Contracts Assignment and Assumption Agreement, Trademarks Assignment Agreement, Copyrights Assignment Agreement, Patent Assignment Agreement, the Intellectual Property Assignment Agreement (see Exhibits "A" through "F", respectively) and any other written document, agreement or statement to be delivered to Purchaser by Seller at or before Closing pursuant to this Agreement, shall be accurate in all material respects on and as of the Effective Date as though such representations and warranties were made at and as of the Closing Date.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Sellers’ representations and warranties contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein shall be true in all material respects at and as of the date of Closing as though such representations and warranties were then again made.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The Buyer shall not have discovered any material error, misstatement or omission in the representations and warranties made by the Seller in Section 17 hereof, the representations and warranties made by the Seller in Section 17 of this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date; each and all of the material agreements and covenants of the Seller to be performed or complied with on or before the Closing Date pursuant to the terms hereof shall have been performed or complied with by the Closing Date. (b)
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The representations and warranties of Seller contained in this Contract shall be true on and as of Closing in all materials respects as if such representations and warranties were made on and as of such date. Further, Seller’s liability to Purchaser for the truthfulness of such representations and warranties shave survive Closing.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. There shall not be any material error, misstatement, or omission in the representations and warranties made by the Sellers in Section 4 hereof.
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SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. Buyer shall not have discovered any material error, misstatement or omission in the representations and warranties made by Seller in Article 4 hereof; the representations and warranties made by Seller herein shall be deemed to have been made again at and as of the time of Closing and shall then be true in all material respects, except to the extent that such representations and warranties shall have been made as of a specified date; Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing; and Buyer shall have received a certificate of the President of Seller to the effect set forth in this Section 8.1.
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Related to SELLER'S REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING

  • 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:

  • 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.

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

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

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

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

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

  • Survival of Purchaser’s Representations and Warranties The representations and warranties of Purchaser set forth in Section 5.3 shall survive Closing for a period of one (1) year after Closing, unless notice setting forth a specific claim under any such representation or warranty shall be given to Purchaser within that period, in which case such representation or warranty shall survive until such claim is finally and fully resolved.

  • Accuracy of the Investor’s Representations and Warranties The representations and warranties of the Investor shall be true and correct in all material respects.

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