Examples of Buyer Fundamental Representation in a sentence
Buyer will not be required to indemnify any Seller Indemnified Party under Section 11.2(b)(ii) for any individual claim (or one or more related claims) unless and until the Losses relating to such claim (or one or more related claims) for which Buyer would otherwise be required to indemnify the Seller Indemnified Parties (the “Seller Covered Losses”) exceed $250,000; provided, that the foregoing limitation will not apply to a breach of a Buyer Fundamental Representation.
Except with respect to any claims for indemnification for Buyer’s breach of any Buyer Fundamental Representation, Seller Indemnified Parties will not be entitled to indemnification under Section 9.3.1(a)(i) unless and until aggregate Losses for which indemnification would otherwise be available under Section 9.3.1(a)(i) exceed the Deductible, at which point indemnification shall be available to the Buyer Indemnified Parties under Section 9.3.1(a)(i) only for those Losses in excess of the Deductible.
In addition, Buyer shall have no liability to Seller or any other Seller Indemnified Person for any breach of a representation or warranty by Buyer that is a Buyer Fundamental Representation to the extent that the aggregate amount of all Covered Liabilities attributable to any breach of the representations or warranties by Buyer to which the Seller Indemnified Persons have recovered under Section 11.1 exceeds the Adjusted Purchase Price.
In all circumstances, the maximum aggregate amount of Losses for which Buyer will be obligated to indemnify the Seller Indemnified Parties under Section 11.2(b)(ii) will be $100,000,000; provided that the foregoing limitation will not apply to a breach of a Buyer Fundamental Representation.
The limitations of this Section 10.3(a) shall not apply to any claim for indemnification related to or arising from a misrepresentation in or breach of a Company Fundamental Representation, Seller’s Fundamental Representation, or Buyer Fundamental Representation.
Buyer will not be required to indemnify the Seller Indemnified Parties under Section 11.2(b)(ii) unless the aggregate amount of all Seller Covered Losses incurred by the Seller Indemnified Parties exceeds $5,000,000, in which case Buyer will be required to indemnify the Seller Indemnified Parties for all Seller Covered Losses incurred by the Seller Indemnified Parties with respect to such breaches; provided that the foregoing limitation will not apply to a breach of a Buyer Fundamental Representation.
The foregoing limitations (other than the period for asserting a claim) shall not apply with respect to any breach of a Buyer Fundamental Representation; provided however, that in no event shall the cumulative indemnification obligation of Buyer under Section 9.2(c) exceed the Purchase Price, except in the case of fraud.
Except in the case of a breach of a Buyer Fundamental Representation, the aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification pursuant to this Section 5(b)(ii)(A) shall not exceed $125,000 (the “Cap”); provided that in no event will Buyer be liable for Losses of the Company Group in an aggregate amount in excess of the Purchase Price.
In any event, the maximum amount for which Buyer shall be liable in the aggregate under Section 7.2(a) (other than liability for Losses arising out of or related to the breach, failure or inaccuracy of a Buyer Fundamental Representation as to which this proviso shall not apply) shall not exceed the Indemnification Cap; provided, further, notwithstanding the foregoing, the Indemnification Cap shall not apply to any payment by Buyer with respect to remedies for fraud or willful misconduct.
The Buyer Deductible shall not apply in the case of Fraud or a breach or inaccuracy of any Buyer Fundamental Representation.