Examples of Excluded Representations in a sentence
The Buyer Excluded Representations will be true and correct in all material respects as of the Closing Date, as if made as of such time (except to the extent that such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such date).
Buyer will have received a certificate signed on behalf the Acquired Companies to such effect solely with respect to the Seller Excluded Representations and the other Seller Individual Representations.
All representations, warranties and covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of fifteen (15) months after the Closing Date, and shall thereafter expire; provided, however, that (a) the Excluded Representations shall survive for thirty (30) days after the expiration of the applicable statute of limitations and (b) claims based on Fraud shall survive without limitation (as applicable, the “Survival Period”).
Sellers shall have no Liability under Section 9.2(b)(i) (other than with respect to the Company Excluded Representations) for any Damages related thereto for which Sellers would, but for this sentence, be liable that exceed an amount equal to the Indemnity Escrow Fund, plus any interest and earnings earned on the Indemnity Escrow Fund (collectively, the “Initial Cap Amount”).
The Receiving Party acknowledges that no reliance on any Excluded Representations has been made by it in entering into this deed.