Examples of Fundamental Rep in a sentence
Inclusion of an item in any section of a Disclosure Letter is deemed to be disclosure for any other section of such Disclosure Letter to the extent that its relevance to such other section is reasonably apparent on its face; provided, that no disclosure shall qualify any Vendor Group Fundamental Rep unless it is set forth or cross-referenced in the specific section of such Disclosure Letter corresponding to such Vendor Group Fundamental Rep.
Notwithstanding the foregoing, pursuing coverage under the R&W Insurance Policy is not a condition to a Buyer Indemnitee submitting a claim for a breach of any Company Fundamental Rep and tolling the Limitation Date with respect to such claim or initiating a claim against the applicable portion of the Indemnity Escrow Amount.
The Sellers’ maximum aggregate Liability with respect to the matters described in Section 8.1(f) will be limited to $8,000,000 less any amounts paid to any Purchaser Indemnitee from the Indemnity Escrow Account; provided, however, that the foregoing limitation shall not apply to recovery for any claim for Losses under any Fundamental Rep.
In no event shall any Indemnifying Party have liability for indemnification under Section 7.1.1(a) or Section 7.1.2(a), as applicable, for any amount exceeding, in the aggregate, [...***...]; provided, however, that the limitations on indemnification under this Section 7.3.1 shall not apply to breaches of any Fundamental Rep.
From and after the Closing, Parent shall be indemnified and held harmless, severally and not jointly, by each Purchaser for and against any and all Losses, arising out of or resulting from: (i) the breach of any Fundamental Rep made by such Purchaser contained in this Agreement; or (ii) the breach of any covenant or agreement by such Purchaser contained in this Agreement.
For avoidance of doubt the Fundamental Rep Cap does not limit the Fundamental Sellers’ aggregate indemnification obligations under Section 6.2(b)(ii).
If all funds are exhausted from the Indemnification Escrow Account, neither Seller nor any of its Affiliates shall have any further obligation to make any indemnification payment pursuant to Section 10.2(a) (other than with respect to a breach of a Seller Fundamental Rep or Tax Rep by Seller, breach of a covenant of Seller set forth in Section 5.12 or 5.13, or Fraud committed by Seller).
The representations and warranties contained herein shall survive the Closing for a period of twelve (12) months after Closing; provided, that the Fundamental Reps shall survive the Closing for a period of time equal to (i) the applicable statute of limitations with respect to such Fundamental Rep or any underlying claims giving rise to a breach or inaccuracy of such Fundamental Rep, plus (ii) ninety (90) days, plus (iii) extensions of time for tolling of any applicable statute of limitations.
Notwithstanding the foregoing, no Basket Amount will apply to (i) a Claim for a breach of a Fundamental Rep, (ii) a Covered Party’s Claim for indemnification hereunder to the extent a breach results from fraud or intentional misrepresentation, (iii) any Claim for indemnification under Sections 9.2(a)(ii) though 9.2(a)(v), Section 9.2(b) or Sections 9.2(c)(ii) through 9.2(c)(iv), and (iv) any Claim under Section 9.2(a)(v).
Any breach of a Fundamental Rep under the APA that arises solely as a result of the negligence or willfull misconduct of Servicer under this Agreement will not be subject to APA remedies.