Examples of Excluded Representations in a sentence
The Buyer Excluded Representations will be true and correct in all material respects as of the Closing Date, as if made as of such time (except to the extent that such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such date).
Losses with respect to Excluded Representations will be subject to indemnification from the first dollar of loss.
All representations, warranties, and covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of fifteen (15) months after the Closing Date, and shall thereafter expire; provided, however, that (a) the Excluded Representations shall survive for thirty (30) days after the expiration of the applicable statute of limitations and (b) claims based on Fraud shall survive without limitation (as applicable, the “Survival Period”).
Notwithstanding the foregoing, no claim for Losses arising other than those from any breach of representation or warranty, other than Sections 4.2 or 4.19(a) (the "Excluded Representations") shall be asserted by the Purchaser Indemnifiable Parties until the aggregate of all such Losses exceeds the sum of $500,000 (the "Deductible") in which case the party entitled to indemnification shall be entitled to the full amount of its Losses in excess of the Deductible.
Notwithstanding the foregoing, the Indemnified Persons shall be entitled to recover for, and the limitations set forth in the preceding sentence shall not apply to, any Losses with respect to any breach of any of the Excluded Representations (as defined in Section 8.1).