Survival of and Limitations on Seller’s Representations and Warranties Sample Clauses

Survival of and Limitations on Seller’s Representations and Warranties. All representations and warranties contained in Section 4.3 are qualified by any information contained in any documents or other material made available to Buyer in connection with its review of matters pertaining to the Property pursuant to Section 3 above, including any title report or survey made available to Buyer. All representations and warranties of Seller set forth in Section 4.3 are made as of the Effective Date. Seller, promptly upon learning thereof, shall notify Buyer in writing of any event, occurring prior to Closing, which would cause any of Seller’s representations or warranties set forth in this Agreement to be untrue or incorrect as of Closing in any material respect. In addition, as of the Closing Date, Seller shall provide Buyer with a certification regarding the accuracy of such representations and warranties as of such date, including any exceptions or qualifications thereto as of such date (“Seller’s Closing Certification”). If any exceptions or qualifications to such representations and warranties set forth in Seller’s Closing Certification are material, were not known to Buyer as of the expiration of the Investigation Period, and are not acceptable to Buyer in its sole discretion, Buyer may terminate this Agreement and receive a refund of the Deposit, but Seller shall have no liability to Buyer as a result of such qualification and exceptions, except to the extent Seller knew the applicable representation or warranty was false when made on the Effective Date, in which event, Buyer shall be permitted to recover Buyer’s Out of Pocket Costs pursuant to, and subject to the limitations set forth in, Section 10(b)(ii) below. Notwithstanding the foregoing, Buyer shall have no right to terminate this Agreement pursuant to the foregoing sentence for any exception or qualification to Section 4.3(i) pertaining to any condemnation or eminent domain proceedings, unless such representation and warranty was not accurate as of the Effective Date and Seller had knowledge of such inaccuracy as of the Effective Date, it being agreed that in all other cases, Buyer’s right to terminate this Agreement in the event of any condemnation or eminent domain proceeding or threatened condemnation or eminent domain proceeding shall be solely as provided in Section 9 hereof. In addition, in the event Buyer is actually aware prior to the Closing that any of the representations or warranties set forth in Section 4.3 are not true, correct or complete, and Buyer none...
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Survival of and Limitations on Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 3.01, as modified by the Seller’s Closing Certification if applicable, shall survive the Settlement for a period of six months from and after the Settlement Date (the “Survival Period”); provided, however, that Purchaser must give Seller written notice of any claim Purchaser may have against Seller for breach of any such representations and warranties set forth in Section 3.01 prior to the expiration of the Survival Period. Any such claim which Purchaser may have which is not so asserted prior to the expiration of the Survival Period shall not be valid or effective, and Seller shall have no liability with respect thereto.
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Survival of and Limitations on Seller’s Representations and Warranties. The representations and warranties of Seller set forth in Section 3.01 shall terminate as of Settlement.
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Related to Survival of and Limitations on Seller’s Representations and Warranties

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

  • 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 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.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • 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.

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

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

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