Fundamental Guarantees definition
Examples of Fundamental Guarantees in a sentence
The Purchaser expressly acknowledges, and the other Parties agree, that the risk of non-implementation of the W&I Insurance as well as the validity and collectability risk in respect of the W&I Insurance and hence, the risk to successfully claim and/or recover from the Insurer any Losses of the Purchaser under or in connection with the Seller’s Guarantees (except for the Fundamental Guarantees) and the Tax Indemnification Undertakings, shall solely and irrevocably rest with the Purchaser.
Consequently, the Purchaser’s sole recourse for any claims under or in connection with Seller’s Guarantees (except for the Fundamental Guarantees) and the Tax Indemnification Undertakings shall be only against the Insurer.
The scope and content of the Fundamental Guarantees set out in Section 9.1 through Section 9.3 and of the Business Guarantees set out in Annex 9 as well as Sellers’ liability arising thereunder shall be exclusively defined by the provisions of this Agreement which shall be an integral part of the Fundamental Guarantees and Business Guarantees rendered by Sellers hereunder.
In respect of (i) Key Fundamental Guarantees, (ii) Fundamental Guarantees (iii) Uninsured Items and (iv) New Items, the Sellers shall, subject to Sec.