Breach of Seller's Warranties. Seller agrees to indemnify, defend and hold harmless Buyer and its shareholders, officers, directors, employees, Affiliates, attorneys, and agents from and against and in respect of any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of defense thereof, including reasonable attorneys' fees (a "Loss"), suffered or incurred by any such party by reason of or arising out of breach of the representations and warranties and covenants of Seller set forth in this Agreement, subject to each of the terms, conditions and limitations set forth in Section 6.3 hereof.
Breach of Seller's Warranties. Seller agrees to indemnify, defend and hold harmless Buyer and its shareholders, officers and directors, Affiliates, agents and employees from and against and in respect of any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of defense thereof, including reasonable attorneys' fees (a "Loss"), suffered or incurred by any such party by reason of or arising out of breach of the several representations and warranties of Seller set forth herein, subject to each of the terms, conditions and limitations set forth in Section 5 hereof,
Breach of Seller's Warranties. 9.1 In the event of a Seller's Warranty Breach, the Seller shall, subject to the limitations set forth in this agreement, pay to the Purchaser or any of the Group Companies, as the Purchaser may direct, an amount equal to the amount of loss or damage (xxxxxx) within the meaning of section 6:96 of the DCC suffered by the Purchaser or the Group Companies as a result of such breach; provided, however, that the Seller shall in no event be liable for any loss of profits or consequential, indirect or punitive damage (gevolgschade) suffered by the Purchaser or any of the Group Companies resulting from a Seller's Warranty Breach ("Damage").
9.2 The sole remedy of the Purchaser for a Seller's Warranty Breach shall be an action for damages which shall be calculated on a dollar-for-dollar basis without any multiplier and/or valuation method being applicable which formed a basis for the Purchaser in calculating the Purchase Price.
Breach of Seller's Warranties. Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, shareholders, partners, managers, members, agents and representatives and the successors and assigns of each (collectively, the “Buyer Indemnified Parties”) from and against and in respect of, and to reimburse and pay Buyer Indemnified Parties as incurred with respect to, any and all Liabilities (excluding consequential, incidental and punitive damages), costs and expenses (including reasonable attorneys’ fees and reasonable disbursements and costs of investigation in connection therewith) (collectively, “Losses”) resulting in an out-of-pocket payment to a third-party by any Buyer Indemnified Party that is not covered by insurance arising out of or relating to any breach by Seller of any representation and warranty of Seller set forth in Article III, subject to each of the terms, conditions and limitations set forth in this Article VII or Section 8.3.
Breach of Seller's Warranties. Discovered After the Due Diligence Period. If after the expiration of the Due Diligence Period but prior to the Closing any Buyer’s Representatives obtains actual knowledge that any of Seller’s representations and warranties set forth in Section 9.2 were untrue, inaccurate or incorrect in any respect as of the Execution Date, Buyer shall give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). Buyer, as its sole remedy, shall have the following rights:
(i) If any of Seller’s representations or warranties set forth in Section 9.2 were untrue, inaccurate or incorrect in any material respect as of the Execution Date, then Buyer may elect either (A) to waive such misrepresentations and consummate the Transaction without any reduction of or credit against the Purchase Price and without any liability of Seller hereunder for such inaccurate, untrue or incorrect representation or warranty, or (B) to terminate this Agreement by written notice given to Seller on or before the Closing Date, in which event, (x) the Title Company shall refund the Deposit to Buyer and (y) thereafter Seller and Buyer shall not have any further liabilities hereunder except for obligations which by the express terms of this Agreement survive the termination of this Agreement.
(ii) If any of Seller’s representations and warranties set forth in Section 9.2 were untrue, inaccurate or incorrect on the Execution Date but were not untrue, inaccurate or incorrect in any material respect, Buyer shall be deemed to waive such misrepresentation or breach of warranty, and Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price and without any liability of Seller hereunder for such inaccurate, untrue or incorrect representation or warranty. The untruth, inaccuracy or incorrectness of Seller’s representations and warranties under Section 9.2 shall be deemed material for purposes of this Agreement only if Buyer’s damages resulting from such untruth, inaccuracy or incorrectness are reasonably estimated to exceed Two Hundred Thousand Dollars ($200,000.00) in the aggregate. Notwithstanding the foregoing, if such inaccurate, untrue or incorrect representation or warranty was made by Seller for the purpose of concealing the actual facts from Buyer, the foregoing provisions of this Section 9.3(c) shall not apply, and Buyer may pursue its remedies against Seller in accordanc...
Breach of Seller's Warranties. Between the date of the Offer Letter and the Closing Date the Seller agrees that it will, as soon as reasonably practicable upon becoming aware of the same, disclose in writing to the Purchaser any event or circumstance which has arisen which constitutes a breach of or is inconsistent with any of the Sellers’ Warranties or which might reasonably be expected to make any of them inaccurate or misleading when given.
Breach of Seller's Warranties and notice of a Seller’s Breach
Breach of Seller's Warranties. From and after the Effective Date, Seller agrees to indemnify, defend and hold harmless Purchaser against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) incurred in connection with (A) actions taken or omitted to be taken (including any untrue statement made or any statement omitted to be made) by the Seller or any of its officers, directors employees, agents, representatives or their respective affiliates with respect to the Assets; and (B) any breach of the several representations and warranties of Seller set forth herein.
Breach of Seller's Warranties. 9.5.1 Between the date of the Offer Letter and the Closing Date the Seller agrees that it will, as soon as reasonably practicable upon becoming aware of the same, disclose in writing to the Purchaser any event or circumstance which has arisen which constitutes a breach of or is inconsistent with any of the Sellers’ Warranties or which might reasonably be expected to make any of them inaccurate or misleading when given.
9.5.2 If on or before Closing:
(i) the Seller or any other Relevant Seller is in material breach of any of the Termination Warranties (as defined in Clause 9.5.8 below) when given at the date of this Agreement; or
(ii) the Seller or any other Relevant Seller would be in material breach of any of the Termination Warranties when repeated at Closing in accordance with Clause 9.3 notwithstanding the disclosure of the matter giving rise to the breach following the date of this Agreement), the Purchaser shall be entitled to (a) terminate this Agreement (other than Clauses 1, 9.5.4, 9.5.5, 9.5.6, 13, 14 and 16.2 to 16.17) without liability on its part or the part of those on whose behalf notice is served or (b) proceed to Closing.
9.5.3 For the purposes of Clause 9.5.2, “in material breach” means a breach of the relevant Sellers’ Warranty which will have or is expected to have a material adverse effect on the Group as a whole.
9.5.4 If the Agreement is terminated pursuant to Clause 9.5.2, each party’s further rights and obligations (save in respect of this Clause 9.5.4, Clauses 1, 9.5.5, 9.5.6, 13, 14 and 16.2 to 16.17) shall cease immediately on termination, but termination shall not affect a party’s accrued rights and obligations as at the date of termination.
9.5.5 If the Purchaser terminates this Agreement in accordance with Clause 9.5.2, the Seller will pay the Purchaser the Break Fee no later than five Business Days after the date on which the Agreement is terminated in the form of an electric funds transfer to a bank account nominated by the Purchaser.
9.5.6 Any payment received by the Purchaser pursuant to Clause 9.5.5 will be without prejudice to all other rights or remedies available to the Purchaser, including the right to claim damages.
9.5.7 If the Purchaser elects to proceed to Closing in accordance with Clause 9.5.2:
(i) the Seller shall remain liable (subject to the other provisions of this Agreement) to the Purchaser notwithstanding the disclosure of the matter giving rise to such breach; and
(ii) the Purchaser shall not incur any ...
Breach of Seller's Warranties
