Representations and Warranties of Seller and Disclaimers Clause Samples
The "Representations and Warranties of Seller and Disclaimers" clause defines the specific statements and assurances the seller makes about the condition, ownership, and legal status of the assets or business being sold. It typically outlines what the seller guarantees to be true, such as having clear title to the assets, compliance with laws, or absence of undisclosed liabilities, while also specifying any disclaimers that limit the seller’s liability for issues not expressly covered. This clause serves to allocate risk between the parties by clarifying what the buyer can rely on and what is excluded, thereby reducing the likelihood of disputes over misrepresentations or hidden problems after the transaction closes.
Representations and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by ▇▇▇▇▇ and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers:
Representations and Warranties of Seller and Disclaimers. The following representations and warranties are hereby inserted at the end of Paragraph 12.1 of the Form Agreement:
(a) Except as granted in connection with this Agreement, Seller has not entered into any executory contracts for the sale of the Property, and there do not exist any rights of first refusal or options to purchase the Property;
(b) Except as granted in connection with this Agreement, there are no leases, occupancy rights, or agreements with respect to or affecting the Property; and
(c) Seller will not during the Escrow period take or omit to take any action which would result in any material changes in or to the Property, except as required by applicable law.
Representations and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or action based upon them must be commenced within such time period. Seller's warranties and representations are true, material and relied upon by ▇▇▇▇▇ and Brokers in all respects. Seller hereby makes the following warranties and representations in subsections (c), (d), (f)-(j) and (l) to Buyer and Brokers to the best of the actual knowledge of ▇▇▇▇▇▇ ▇▇▇▇▇▇ without investigation: