Examples of Title and Capacity Warranties in a sentence
Other than in respect of breach of the Title and Capacity Warranties and breach of Warranties based on fraud, deliberate non-disclosure or wilful concealment by Sellers, Purchaser has no other recourse for a breach of Warranties other than to make a claim or claims towards the Substantiated Claim Amount as set forth in Section 8.1(c)(i) of the Agreement.
For the avoidance of doubt, in the absence of fraud, deliberate non-disclosure or wilful concealment, all liability of the Sellers under this Agreement (other than in respect of the Title and Capacity Warranties) will lapse, except for the post-closing adjustment set forth in Section 3.4 and subject to Section 9.4.3 hereof, on and after the Closing Date.
The maximum respective liability of each Seller for any breach of the Title and Capacity Warranties shall be limited to the total amount of consideration received by the respective Seller pursuant to this Agreement.
Each of the warranties set out in Sections 5.1 and 5.2 (the “Title and Capacity Warranties”) shall survive Closing and the Purchaser shall be entitled to, at any time after the Closing Date, bring a claim against the Sellers for breach of the Title and Capacity Warranties.
If the Buyer becomes aware of any fact, matter or circumstance which could give rise to a claim under the Title and Capacity Warranties, the Warranties or the Indemnities, the Buyer shall give notice of such fact, matter or circumstance to the Sellers as soon as reasonably practicable after it becomes aware of such fact, matter or circumstance and if capable of cure, provide the Sellers with fifteen (15) Business Days to cure the breach identified.