Survival of Seller Representations and Warranties; Modification Thereof Sample Clauses

Survival of Seller Representations and Warranties; Modification Thereof. The representations and warranties in this Agreement by Seller are made as of the date hereof, and shall be remade by Seller as of the date of the Closing (as applicable to the Properties, and/or the SPE Entities, as applicable, at the Closing) with the same force and effect as if in fact specifically remade at that time. If facts or circumstances arising after the date hereof render Seller unable to remake a representation or warranty in any material respect as of the Closing, and Seller specifically so advises the Company, in writing and prior to the Closing (including, without limitation, by amendment of the schedules hereto), of the particular circumstances rendering any representation or warranty untrue in any material respect, or if the same is disclosed in writing in an update to any Title Commitment, Search or third party report commissioned by the Company in connection with its review of the Properties, the failure to remake such representation and warranty shall not constitute a default hereunder by Seller, except (in each case) in the event or to the extent that the untruth of such representation or warranty is the result of any act or omission of Seller and/or its Agents in breach or violation of the terms of this Agreement; notwithstanding the foregoing, the truth and accuracy of all representations and warranties made by Seller in this Agreement (required to be true in all material respects as of the Closing Date pursuant to Section 10.01(b)), as modified to reflect the operation of the Properties from and after the date hereof in the ordinary course (including, without limitation, leasing activities with respect thereto) or as otherwise permitted in accordance with the terms of this Agreement, shall be a condition precedent to the Company's obligation hereunder at the Closing. Notwithstanding the foregoing, the parties acknowledge that if an item is (a) disclosed only on one schedule such disclosure shall be deemed to be disclosed on any other relevant schedule to the extent such item is relevant to the representation or warranty in question, and to the extent such item is inconsistent with such other schedule, the disclosure of such item on any schedule shall be deemed to modify the incorrect representation and (b) disclosed in any third party report delivered in writing by Seller to the Company, such disclosure shall be deemed to modify the relevant representation and warranty. The representations and warranties contained in Subparagraphs ...
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Related to Survival of Seller Representations and Warranties; Modification Thereof

  • 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 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 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.

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

  • 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.

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

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

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

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

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