With Respect To Certain Representations And Warranties Sample Clauses

With Respect To Certain Representations And Warranties. No Indemnitee (as hereinafter defined) will be entitled to make a claim against an Indemnifying Party (as hereinafter defined) pursuant to Section 8.3.1 or 8.3.2 unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such Sections exceeds $100,000, and in the event the Indemnifiable Losses exceed $100,000, Purchaser shall be entitled to indemnification from Sellers of all Indemnifiable Losses; provided, however, that the foregoing limitation shall not apply to (i) claims made with respect to the Excluded Representations; (ii) claims by Purchaser related to Sellers' breach of its covenant set forth in the third sentence of Section 3.1; (iii) claims by Sellers related to Purchaser's breach of its covenant set forth in Section 3.2; or (iv) claims asserted pursuant to clauses (iii), (iv) or (vi) of Section 8.3.1.
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With Respect To Certain Representations And Warranties. No Indemnitee (as hereinafter defined) will be entitled to make a claim against an Indemnifying Party (as hereinafter defined) pursuant to Section 8.3(a)(i) or 8.3(b)(i) unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such Sections exceeds $670,000 and then only to the extent of the excess. Buyer shall be entitled to make a claim against an Indemnifying Party without regard to the limitation set forth in the previous sentence to the extent that such claim relates to the Excluded Representations or a claim asserted with respect to Section 8.3(a)(iv).
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With Respect To Certain Representations And Warranties. No Indemnitee (as hereinafter defined) will be entitled to make a claim against an Indemnifying Party (as hereinafter defined) pursuant to Section 7.3.1(i) or (ii) or 7.3.2(i) or (ii) unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such Sections exceeds $170,000; when such amount is exceeded the Indemnitee shall be entitled to recover the full amount of such claims; provided, however, that the foregoing limitation shall not apply to (i) claims made with respect to the Excluded Representations; or (ii) claims made with respect to inaccuracies in the Shareholders' representations and warranties of which any Shareholder had knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by or any Shareholder of any covenant set forth in this Agreement or any Ancillary Document.
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With Respect To Certain Representations And Warranties. ...27 8.2.2. With Respect To Sellers' Obligations.......................27 8.3. Indemnification.....................................................27 8.3.1. Indemnification By Sellers.................................27 8.3.2. Indemnification By Purchaser...............................28 8.3.3. Cumulative Rights..........................................28 8.3.4. Indemnity Payment; Indemnitee; Indemnifying Party..........28 8.4. Defense of Claims...................................................28 8.4.1. Third Party Claims.........................................28 8.4.2. Direct Claims..............................................30 8.4.3. Failure to Give Timely Notice..............................30 8.4.4. Subrogation................................................30 8.4.5. Payment....................................................30 8.4.6. Limitation on the Scope of Indemnification.................31
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With Respect To Certain Representations And Warranties. No Indemnitee (as hereinafter defined) will be entitled to make a claim against an Indemnifying Party (as hereinafter defined) pursuant to Section 8.3.1(i) or (ii) or 8.3.2(i) or (ii) unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses (as hereinafter defined) pursuant to such Sections exceeds $25,000; when such amount is exceeded the Indemnitee shall be entitled to recover the full amount of such claims; provided, however, that the foregoing limitation shall not apply to (i) claims made with respect to the Excluded Representations; (ii) Assumed Liability Claims; (iii) claims by Purchaser related to Seller's 32 40 breach of its covenant set forth in the last sentence of Section 3.3; (iv) claims by Seller related to Purchaser's breach of its covenant set forth in Section 3.2; (v) claims made with respect to inaccuracies in Seller's representations and warranties of which Seller or either Shareholder had knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by Seller or either Shareholder of any covenant set forth in this Agreement or any Ancillary Document; or (iv) any claim asserted by Dr. Xxxxxxx X. Xxxxxxx arising out his employment agreement with Seller or the release or termination thereof.
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Related to With Respect To Certain Representations And Warranties

  • Certain Representations and Warranties of DST DST represents and warrants to the Fund that:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Limitations on Representations and Warranties Except for the representations and warranties specifically set forth in this Agreement, neither Purchaser nor any of its agents, Affiliates or representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Seller, express or implied, at law or in equity, with respect to the transactions contemplated hereby, and Purchaser hereby disclaims any such representation or warranty whether by Purchaser or any of its officers, directors, employees, agents or representatives or any other Person.

  • Certain Representations and Warranties of Fund Fund represents and warrants to Service Company that:

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Limitation on Representations and Warranties PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS MASTER PURCHASE AND SALE AGREEMENT, ANY INDIVIDUAL PURCHASE AND SALE AGREEMENT AND/OR IN ANY OF THE DOCUMENTS DELIVERED AT CLOSING, NEITHER THE SELLER, THE FRANCHISOR, OPERATING TENANT, THE EMPLOYER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (A) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (B) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY, (C) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (D) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE SELLER DUE DILIGENCE MATERIALS PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF THE SELLER, OR (E) ANY OTHER MATTER RELATING TO THE SELLER, THE PROPERTY OR THE BUSINESS BEING CONDUCTED AT THE PROPERTY.

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • REPRESENTATIONS AND WARRANTIES OF MSS MSS represents and warrants to the Trust that:

  • Representations and Warranties of MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following:

  • Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Owner Trustee that:

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