Non-Fundamental Representations Sample Clauses

Non-Fundamental Representations. All representations and warranties related to the Company in Article IV, the Blocker Corps in Article V and the Sellers in Article VI (in each case, as modified by the Disclosure Schedule), other than Fundamental Representations, shall remain operative and in full force and effect only until the 12 month anniversary of the Closing Date, provided, that any obligations under Section 10.1 shall not terminate with respect to any Damages as to which the Buyer Indemnified Person to be indemnified shall have given a Notice of Claim to the Seller in accordance with the terms of this Agreement prior to the Expiration Date.
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Non-Fundamental Representations. With respect to Losses under Section 10.2(a) as a result of a breach of a representation or warranty that is not a Fundamental Representation (a “Non-Fundamental Representation”), Sellers shall not be liable to indemnify the Buyer Indemnitees until the aggregate amount of all such Losses for which Sellers would otherwise be required to provide indemnification exceeds, on a cumulative basis, an amount equal to fifty percent (50%) of the R&W Retention Amount (the “Deductible”), at which point Sellers shall indemnify the Buyer Indemnitees for such Losses, but only to the extent such Losses exceed the Deductible and are less than or equal to the R&W Retention Amount. Any Losses payable to a Buyer Indemnitee pursuant to this Section 10.5(a) shall be satisfied exclusively from the funds available to the Buyer Indemnitees in the Indemnification Escrow Fund. Except to the extent any Losses result from Fraud, to the extent the aggregate amount of Losses for which the Buyer Indemnitees are entitled to indemnification under Section 10.2(a) as a result of a breach of a Non-Fundamental Representation exceeds the R&W Retention Amount, the Buyer Indemnitees’ sole and exclusive remedy shall be recovery under the R&W Insurance Policy.
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Non-Fundamental Representations. As set forth in Section 7.2(a) and Section 8.7(b), all representations and warranties of the Company, the Company Securityholders and the Blocker set forth in this Agreement or any Related Agreement (including those set forth in the Option Cancellation and Joinder Agreements and the certificates delivered by the Company pursuant to Section 10.2(k) and Section 10.2(l)), other than Fundamental Representations (and the representations and warranties respecting Fundamental Representations set forth in the certificates delivered by the Company pursuant to Section 10.2(k) and Section 10.2(l)), terminate and expire at the Closing, and (other than in connection with a claim for Fraud) the Buyer Indemnified Parties’ sole and exclusive remedy for the breach of or inaccuracy in any such representations and warranties shall be recovery under the R&W Insurance Policy, and the Company Securityholders shall have no liability for such Losses.
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Non-Fundamental Representations 
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Related to Non-Fundamental Representations

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • No Additional Representations and Warranties Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement. 14.2 The Disclosing Party warrants that disclosure of the Confidential Information to the Receiving Party: 14.2.1 will not result in a breach of any other Agreement to which it is a party; and 14.2.2 will not, to the best of its knowledge and belief, infringe the rights of any third party; and the Disclosing Party hereby indemnifies and holds the Receiving Party harmless against any liability for third party claims on such a basis.

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