Limitation of Seller's Representations. Subject to the provisions of subparagraph C of this Paragraph, all of the representations made by Seller are true and correct as of the date hereof, and will be true and correct as of the Closing Date, but shall not survive the Closing, except as hereinafter set forth. The representations and warranties set forth in subdivisions (i), (ii), and (iii) of subparagraph A of this Paragraph shall survive the Closing without limitation. The representations and warranties set forth in subdivision (iv)(a) of this Paragraph, as it relates only to the Real Property, the representations and warranties set forth in subdivision (x), as it relates only to the Building, and the representations and warranties set forth in subdivision (xiii) of this Paragraph shall not survive the Closing, All other representations and warranties set forth in this Paragraph are continuing representations and shall survive the Closing for a period of twelve (12) months subject to and in accordance with the provisions of subparagraph C of this Paragraph. Purchaser acknowledges that the Hotel is currently operated by the Operator under the Management Agreement, and that all information and representations given or made with respect to the operation of the Hotel during the term of the Management Agreement are made solely on the basis of information provided by the Operator to the employees of Seller hereinafter named in this Paragraph. Prior to the Closing Date, Seller shall promptly notify Purchaser of any modifications to such representations which are required, as the result of additional information coming to the knowledge of Seller or the operation and management of the Hotel between the date hereof and the Closing, in order to make such representations true as of the Closing Date. Notwithstanding anything to the contrary contained herein, where a representation made herein is qualified by reference to Seller's knowledge, or is made to the best of Seller's knowledge, or on the basis of the receipt by Seller of a written notice, such representation shall be deemed made solely on the basis of the actual knowledge of, or receipt of notice by, Xxxxxxx Xxxxxxx, Seller's representative with respect to the operation of the Hotel, or Xxxxxxx X. Xxxxxxx, Director of the World Trade Department of Seller. No knowledge of any other employee or representative of the Port Authority shall be imputed to Seller for the purposes of the representations and warranties herein made unless Xxxxxxx Xxxxxxx or Xxx...
Limitation of Seller's Representations. The representations of Seller contained in Section 7.1 are made as of the date hereof. Prior to the date of the Closing and promptly upon learning of same, Seller shall notify Buyer of any modifications to such representations or any other representation, warranty or covenant contained elsewhere in this Agreement and the schedules and exhibits annexed hereto which are required, as the result of additional information coming to the knowledge of Seller or on account of the operation and management of the Property between the date hereof and the Closing, in order to make such representations, warranty or covenant and/or the schedules and exhibits annexed hereto true in all material respects. In the event the resulting cost or liability as required to be borne by Buyer arising from or in connection with any such modification can, in the reasonable opinion of Seller and Buyer, be estimated to exceed, in the aggregate, Five Million Dollars ($5,000,000.00) (the "Representation Modification Excess"), in cost or liability to Buyer, Buyer may elect to terminate this Agreement unless Seller agrees to either (x) deduct the Representation Modification Excess from the Purchase Price or (y) reflect the Representation Modification Excess as a liability on the Closing Net Non-Cash Working Capital Statement. In the event that Buyer and Seller are unable to mutually agree on a determination of the resulting cost or liability required to be borne by Buyer arising from or in connection with such modifications within fifteen (15) days from the date Buyer is notified of such modification, Buyer and Seller shall promptly submit all documents necessary to enable the Bankruptcy Court to make such determination pursuant to Section 18.7 hereof. If Buyer terminates this Agreement pursuant to the immediately preceding sentence, the Down Payment and all interest earned thereon shall be delivered to Buyer and the parties shall be released from all further obligations and liabilities under this Agreement, except with respect to the covenants, representations, warranties and indemnifications set forth in Sections 4, 6.5 and 13. Notwithstanding the foregoing, in the event that such modification to representations, schedules and exhibits was known to Seller on the date hereof and not disclosed to Buyer, and the resulting cost or liability required to be borne by Buyer arising from or in connection with any such modification can, in the reasonable opinion of Seller and Buyer (subject to the B...
Limitation of Seller's Representations. (a) In the event Purchaser obtains actual knowledge of any breach of Seller's representations or warranties under Article 5 prior to Closing, Purchaser shall give written notice thereof to Seller at or prior to the Closing. Upon receipt of such notice, Seller may elect to extend the Closing for as long as sixty (60) days to enable Seller to attempt to cure the condition that gives rise to such breach or otherwise provide evidence to Purchaser that the same does not exist. If Seller either does not elect to extend or, at or prior to the extended Closing, shall be unable to cure such condition or provide such evidence to Purchaser, then Purchaser shall elect either (a) to terminate this Agreement on account thereof or (b) to close the purchase of the Property and pay the Purchase Price in accordance with the terms of this Agreement, but in the case of an election under clause (b), Purchaser shall be entitled to indemnification under Section 5.05 on account of such breach subject to the limitations on Seller's liability under Section 2.03. The provisions of this Section 5.06(a) shall survive the closing of the purchase of the Property.
Limitation of Seller's Representations. All representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. Where representations and warranties are made in this Agreement to "Seller's knowledge," such phrase shall mean and be limited to the actual knowledge of Xxxxxxx Xxxxxx, Xxxxx Xxxx and Xxxxxx Xxxxxxx (the "DESIGNATED EMPLOYEES") and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any affiliate of Seller, to any property manager or to any officer, agent, manager, representative or employee of Seller or any affiliate of Seller, or to impose upon such Designated Employees any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains.
Limitation of Seller's Representations. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING ARTICLE IX HEREOF) AND THE RELATED AGREEMENTS, BUYER ACKNOWLEDGES THAT (a) SELLER IS SELLING AND BUYER IS ACQUIRING THE ACQUIRED ASSETS ON AN “AS IS”, “WHERE IS” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES CONCERNING THE ACQUIRED ASSETS (EXPRESS, IMPLIED OR STATUTORY), AND (b) SELLER HAS NOT MADE AND IS NOT MAKING ANY REPRESENTATION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH REGARD TO THE ACQUIRED ASSETS AND SELLER HAS EXPRESSLY DISCLAIMED ANY SUCH WARRANTIES (EXPRESS, IMPLIED OR STATUTORY).
Limitation of Seller's Representations. As-Is Sale". Buyer acknowledges and agrees that the Property shall be purchased in an "as-is," "where is" condition, and, except as otherwise specifically stated in this Agreement, Seller and Seller's partners, agents or employees make no warranty or representation of any kind, type or nature, express or implied, or arising by operation of law, including, but not limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose, in respect of the Property. Buyer accepts the Property in its present condition, with all faults, any warranties of merchantability or fitness for a particular purpose being hereby expressly disclaimed. Buyer acknowledges and agrees that Buyer will inspect the Property and that Buyer is purchasing the Property solely upon the basis of such investigation and not on the basis of any repre sentation, express or implied, written or oral, made by, or on the basis of any information provided or to be provided by, Seller or Seller's partners, agents or employees. Seller is hereby released from all responsibility regarding the valuation or condition of all or any portion of the Property. Seller shall have no responsibility to remove, remedy or repair any existing improvements, materials or conditions located or existing on the Property.
Limitation of Seller's Representations. The representations and -------------------------------------- warranties set forth in this Section 11 shall survive the Closing to the date occurring twelve (12) months after the Closing Date, at which time such representations and warranties shall terminate and be of no further force or effect. All other representations and warranties made by Seller in this Agreement, unless expressly provided otherwise, shall not survive the Closing. Where representations and warranties are made in this Agreement to the "best of Seller's knowledge," such phrase shall mean and be limited to the actual knowledge of Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, or Xxxxx Xxxxx.
Limitation of Seller's Representations. The Seller makes no representation or warranty whatsoever except as and to the extent expressly set forth in SECTION 3.1; provided that all representations, warranties and covenants of the Seller in this Agreement are in addition to those in the Definitive Acquisition Agreement which pertain to the Company and the Business. The Buyer acknowledges that it is aware of the matters set forth in the Disclosure Schedule, and that each of the covenants, representations and warranties of the Seller set forth in SECTION 3.1 is expressly subject to all matters set forth in the Disclosure Schedule.
Limitation of Seller's Representations
