Breach of Seller's Representations and Warranties Sample Clauses

Breach of Seller's Representations and Warranties. By Buyer and Fresenius AG upon written notice to Seller in the event of any action, omission or occurrence which would constitute a breach of Seller's representations and warranties as set forth in Article IV herein and which has a material adverse effect on this Agreement or the transactions contemplated herein.
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Breach of Seller's Representations and Warranties. 1. Upon discovery by the Buyer of a material breach of any of the representations or warranties set forth in II.A. and B. above, Buyer shall give prompt written notice to Seller no later than two (2) business days after such discovery. Within five (5) business days of its receipt of such notice of such material breach, the Seller shall be obligated to either (a) cure such breach; (b) purchase such Loan Participation from the Buyer at the applicable “Repurchase Amount”, as that term is defined in subsection 2 below, or (c) purchase such Loan Participation from Buyer in exchange for one or more substitute Loan Participations. Nothing in this paragraph shall be construed to give the Seller any right, title or interest in and to any Loan Participation after the related purchase date or to require Seller to repurchase any Loan Participation due to the lack of future performance, decline in value or as a result of the related borrower’s insolvency, credit loss or general inability to pay. The Seller hereby confirms and agrees that, with respect to a Loan Participation, from and after its purchase date, the Seller has no right, title or interest in such Loan and has no authority with respect to the collection, amendment, modification, adjustment, extension or cancellation of such Loan Participation, except to the extent of its capacity as Seller, as such term is defined in the Loan Participation Agreement.
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Breach of Seller's Representations and Warranties 
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Related to Breach of Seller's Representations and Warranties

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

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

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

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

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

  • Holder’s Representations and Warranties As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, as of the date hereof and as of the Closing Date, as follows:

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

  • Lessor’s Representations and Warranties Lessor represents and warrants that it will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft pursuant to this Agreement.

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

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