Violations of Sellers' representations and Warranties Sample Clauses

Violations of Sellers' representations and Warranties. To the knowledge of Buyer, except for the Share Ownership Claim, nothing has come to the attention of Buyer during the course of its due diligence investigation of the Company as of the date hereof which would give rise to a claim for indemnification of Buyer Damages (as defined in Section 8.2 hereof) under Article VII hereof.
Sample 1
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Related to Violations of Sellers' representations and Warranties

  • 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.

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

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

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

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

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

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

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

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

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