Exceptions to Basket Sample Clauses

Exceptions to Basket. The Basket shall not apply to Sections 2.2 (Authority), 2.5 (Title), first sentence only, 2.11 (Benefit Plans), 2.12 (Environmental), 2.16 (Taxes) and 2.17 (Accounts Receivable) (collectively, the “Primary Representations and Warranties”).
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Exceptions to Basket. The limitations set forth in Section 10.3(a) shall not apply (i) in the case of intentional misrepresentation, intentional breach of a covenant or fraud, (ii) to inaccuracies in or breaches of any of the Fundamental Representations or the Tax Representations, or (iii) to the matters referred to in Sections 10.2(b)(3) through 10.2(b)(6),
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Exceptions to Basket. Notwithstanding Paragraph 10.6.1, above, -------------------- with respect to Buyers' Damages arising as a result of tax matters or any underground storage tank and the presence of hazardous materials at Building #4, the Sellers shall be required to provide indemnification for all of the Buyers' Damages without regard to the Basket Amount.
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Exceptions to Basket. It is understood and agreed that the terms of Section 10.05(b) will not apply to any loss pursuant to 10.03(a) above to the extent that such loss arises from a breach of Section 4.16(u) hereof, Section 4.17(a) hereof, Section 4.17(b) hereof, Section 4.17(c) hereof and as a result of any omission of Indebtedness from Section 3.01(b) of the Disclosure Schedule.
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Related to Exceptions to Basket

  • Exceptions to Limitations These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.

  • CONDITIONS TO PURCHASE The obligations of the Purchaser to purchase any Mortgage Loans on any Closing Date are subject to the satisfaction, as applicable, prior to or on the Initial Closing Date and on such Closing Date (or on such other date as expressly provided for herein) of the following conditions, any of which may be waived in writing by Purchaser:

  • CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Lender and its successors and assigns, forever; PROVIDED, HOWEVER, these presents are upon the express condition that, if Borrower shall well and truly pay to Lender the Debt at the time and in the manner provided in the Note, the Loan Agreement and this Security Instrument, shall well and truly perform the Other Obligations as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth herein and in the Note, the Loan Agreement and the other Loan Documents, these presents and the estate hereby granted shall cease, terminate and be void; provided, however, that Borrower's obligation to indemnify and hold harmless Lender pursuant to the provisions hereof shall survive any such payment or release.

  • Conditions to Loan Section 3.1 Conditions to Funding of the Loan on the Closing Date......................................... 33

  • Conditions to All Advances The obligation of each -------------------------- Applicable Lender to make any Advance, including its initial Advance, shall also be subject to the satisfaction of the conditions precedent that on the date of such Advance:

  • Conditions to Borrowing The Bank will not be obligated to make (or continue to make) advances hereunder unless (i) the Bank has received executed originals of the Note and all other documents or agreements applicable to the loans described herein, including but not limited to the documents specified in Article III (collectively with this Agreement the “Loan Documents”), in form and content satisfactory to the Bank; (ii) if the loan is secured, the Bank has received confirmation satisfactory to it that the Bank has a properly perfected security interest, mortgage or lien, with the proper priority; (iii) the Bank has received certified copies of the Borrower’s governance documents and certification of entity status satisfactory to the Bank and all other relevant documents; (iv) the Bank has received a certified copy of a resolution or authorization in form and content satisfactory to the Bank authorizing the loan and all acts contemplated by this Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; (v) if required by the Bank, the Bank has been provided with Opinion of the Borrower’s counsel in form and content satisfactory to the Bank confirming the matters outlined in Section 2.2 and such other matters as the Bank requests; (vi) no default exists under this Agreement or under any other Loan Documents, or under any other agreements by and between the Borrower and the Bank; and (vii) all proceedings taken in connection with the transactions contemplated by this Agreement (including any required environmental assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to the Bank and its counsel.

  • Conditions to Issuance No Letter of Credit shall be issued at the request and for the account of any Account Party(ies) unless, as of the date of issuance of such Letter of Credit:

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • CONDITIONS TO MERGER Section 7.01 Conditions to Each Party's Obligation To Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction prior to the Closing Date of the following conditions:

  • Conditions to All Loans The obligations of Lenders to make Loans on each Funding Date are subject to the following further conditions precedent:

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