Survival of the Vendor’s Representations and Warranties Sample Clauses

Survival of the Vendor’s Representations and Warranties. The representations and warranties of the Vendor set forth in this Agreement or in any document delivered in connection with the purchase and sale contemplated by this Agreement shall survive the closing of the purchase and sale of the Property provided for in this Agreement and, notwithstanding such closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser. The Vendor acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement.
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Survival of the Vendor’s Representations and Warranties. The representations and warranties of the Vendor made in or pursuant to this agreement shall be true and correct in all respects on the date hereof and shall be true and correct in all respects on the Closing, with the same force and effect as if such representations and warranties had been made at and as of the Closing. The representations, warranties, and covenants of the Vendor contained in this agreement and any agreement, instrument, certificate or other document executed or delivered pursuant to this agreement shall survive the execution of this agreement and the Closing.
Sample 1

Related to Survival of the Vendor’s Representations and Warranties

  • 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.

  • Vendor’s Representations and Warranties 1. The Vendor represents and warrants to the Purchaser that:

  • Seller’s Representations and Warranties Seller represents and warrants to Purchaser that:

  • Licensor’s Representations and Warranties Licensor represents and warrants that:

  • Buyer’s Representations and Warranties The Buyer represents and warrants to the Company that:

  • Debtor’s Representations and Warranties Debtor represents and warrants to Secured Party:

  • Survival of the Representations and Warranties All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representations or warranty and such claims shall survive until finally resolved.

  • Pledgor’s Representations and Warranties The Pledgor hereby represents and warrants as of the effective date of this Agreement:

  • Buyer Representations and Warranties Buyer represents and warrants to Seller:

  • Purchaser’s Representations and Warranties Purchaser represents and warrants to Seller that:

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