Buyer Warranty Losses definition

Buyer Warranty Losses has the meaning set forth in Section 8.02(b).
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Buyer Warranty Losses. (other than with respect to Fundamental Representations and any Tax Representations) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitee exceed $37,500 (the “Basket”), in which event the Members, severally and not jointly, shall be liable for all Buyer Warranty Losses in excess of $37,500; provided, further, that no Member will have any Liability for any Loss for claims made pursuant to Section 10.2(a)(i) to the extent that the aggregate amount of all Buyer Warranty Losses exceeds the Indemnity Escrow Amount (collectively, the “Cap”). For the avoidance of any doubt, the Cap shall not in any manner (i) apply with respect to Fundamental Representations, Tax Representations and any claims relating to Sections 10.2(a)(ii)-(iv), or (ii) affect or otherwise limit any claim made or available under the R&W Policy.
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Examples of Buyer Warranty Losses in a sentence

  • The Sellers shall not be liable for any Buyer Warranty Losses with respect to breaches of the Fundamental Representations to the extent that such Buyer Warranty Losses exceed the Closing Cash Purchase Price actually received by them.

  • The Buyer Indemnitee shall use its commercially reasonable efforts to recover under insurance policies (other than the R&W Policy) or indemnity, contribution or other similar agreements for any Buyer Warranty Losses prior to seeking indemnification under this Agreement.

  • Indemnitee in respect of any Buyer Warranty Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (other than the R&W Policy) and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Buyer Indemnitee (or the Company) in respect of any such claim.

  • The Sellers shall not be liable for any Buyer Warranty Losses with respect to Extended Exposure Representations to the extent that such Buyer Warranty Losses exceed the Purchase Price.

  • The Stockholders shall not be liable for any Buyer Warranty Losses with respect to Extended Exposure Representations (other than representations and warranties set forth in Sections 4.16 and 4.17, which will be subject to the Cap) and Fundamental Representations to the extent that such Buyer Warranty Losses exceed the Purchase Price.

  • The Sellers shall not be liable for any Buyer Warranty Losses with respect to breaches of the Extended Exposure Representations to the extent that such Buyer Warranty Losses exceed the Extended Exposure Rep Cap.

Related to Buyer Warranty Losses

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Tax Warranty means a representation or warranty in Sections 3.17 or 3.19.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Buyer Group has the meaning set forth in Section 15.1.

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnitees has the meaning set forth in Section 8.03.