Seller and Shareholders Representations and Warranties. Seller and each Shareholder, jointly and severally, represent and warrant to Purchaser as follows:
Seller and Shareholders Representations and Warranties Sample Clauses
Related to Seller and Shareholders Representations and Warranties
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:
Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:
Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:
Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:
INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:
Subscriber's Representations and Warranties Each Subscriber hereby represents and warrants to and agrees with the Company only as to such Subscriber that:
Seller Representations and Warranties The Seller represents and warrants to the Purchaser as of the Closing Date:
Survival of Seller’s Representations and Warranties The representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 7.2(k) hereof, shall survive Closing for a period of nine (9) months. 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 Buyer as of the Closing Date, (b) unless the valid claims for all such breaches collectively aggregate more than $25,000, in which event the full amount of such claims, up to but not exceeding the sum of $350,000, shall be actionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller prior to the expiration of said nine (9) month period and an action shall have been commenced by Buyer against Seller within ten (10) months after Closing. Seller covenants and agrees to maintain a net worth of not less than Three Hundred Fifty Thousand and 00/100 Dollars ($350,000.00) during such survival period and for so long as any claim properly asserted during such period remains pending. As used in this Article IV, the term “Seller’s knowledge” or any similar phrase shall mean the actual, not constructive or implied, knowledge of Xxxxxx X. Xxxxxxx without any further obligation on such person’s part to make any independent investigation of the matters being represented and warranted, or to make any further inquiry of any other persons, or to search or examine any files, records, books or correspondence. Buyer acknowledges that such individual is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purposes of imposing any liability on or creating any duties running from such individual to Buyer and Buyer agrees that such individual shall not have any liability under this Agreement or in connection with the transactions contemplated hereby.
Buyer Representations and Warranties Buyer represents and warrants to Seller:
Owner’s Representations and Warranties Owner represents and warrants to each Pass Through Trustee, Subordination Agent and Mortgagee that:
