Limitations on Representations, Warranties and Covenants Sample Clauses

Limitations on Representations, Warranties and Covenants. No claim based on a breach of representation, warranty or covenant contained in this Agreement or in any document executed by the parties pursuant to this Agreement may be made against Seller on or after the first anniversary of the Closing Date (the “Limitation Period”). The aggregate liability of Seller under this Agreement for such matters shall be limited to 10% of the Purchase Price (the “Cap”) and will not accrue unless or until the aggregate amount of liability under this Agreement (as to both parties constituting Seller and not individually with respect to each Seller) exceeds $250,000 and then, only to the extent such claims exceed $250,000 (the “Basket”). The Limitation Period will apply to known as well as unknown breaches of representations, warranties and covenants. Each party acknowledges that the Closing of this transaction will constitute a waiver of any breach of representations, warranties or covenants by a breaching party arising out of matters disclosed in writing to or which are otherwise known by the non-breaching party on or before the Closing Date.
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Limitations on Representations, Warranties and Covenants. No claim based on a breach of representation, warranty or covenant contained in this Agreement or in any document executed by the parties pursuant to this Agreement may be made against the other party on or after the fifteenth (15th) month anniversary of the Closing Date, except for the Carved-Out Claims, which may not be made on or after the applicable statute of limitations period (as applicable, the “Limitation Period”). The liability of each of Buyer and Seller (including ASI) under this Agreement shall be limited to 5% of the sum of the Purchase Price paid pursuant to this Agreement (the “Cap”) and will not accrue unless or until the aggregate amount of liability under this Agreement exceeds $250,000 and then, only to the extent such claims exceed $250,000 (the “Basket”), with the exception of the Carved-Out Claims which shall not be subject to the Cap or the Basket. The Limitation Period will apply to known as well as unknown breaches of representations, warranties and covenants.
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Limitations on Representations, Warranties and Covenants. The representations, warranties and covenants stated in Sections 5.1 and 5.2 above are limited to matters arising under the federal, state or local laws of the United States. THE WARRANTIES STATED IN SECTIONS 5.1 AND 5.2 ABOVE ARE LIMITED AND THEY ARE THE ONLY WARRANTIES MADE BY THE PARTIES HERETO. THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXPRESSLY EXCLUDED FROM THIS AGREEMENT ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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Related to Limitations on Representations, Warranties and Covenants

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Mutual Representations, Warranties and Covenants Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows:

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

  • Company Representations, Warranties and Covenants The Company hereby represents, warrants and agrees as follows:

  • Non-Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

  • Additional Representations, Warranties and Covenants Borrowers and Guarantors, jointly and severally, represent, warrant and covenant with and to Agent and Lenders as follows, which representations, warranties and covenants are continuing and shall survive the execution and delivery hereof, and the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, being a continuing condition of the making of Loans by Lenders to Borrowers:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

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