Examples of IP Representations in a sentence
The representations and warranties set forth in the Fundamental Representations and IP Representations shall be true and correct in all respects both when made and as of the Closing Date.
For Losses arising in connection with any Indemnification Claim based on a breach of any of the IP Representations, the aggregate liability of each Company Escrow Party pursuant to Section 8.2(a)(i) shall be limited to 20% of the sum of the portion of Merger Consideration which has been paid to such Company Escrow Party plus the portion of the Merger Consideration that is payable to such Company Escrow Party, including such Company Escrow Party’s Pro Rata Share of the Escrow Amount.
The amount of Losses that may be recovered by a Buyer Indemnitee pursuant to Section 9.2(b)(i) in respect of the IP Representations shall not exceed an amount equal to the aggregate value of the Common Units and the Special Convertible Preferred Units paid to Seller in accordance with Section 2.7(a), and may be satisfied in full by the cancelation of such Common Units or Special Convertible Preferred Units.
Except for the Fundamental Representations and the IP Representations, all of the representations and warranties of the parties set forth in Article III and Article IV shall terminate and expire, and shall cease to be of any force or effect on the Closing Date, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished.
The representations and warranties of the Parties contained in this Option Agreement shall survive the Closing until the date which is [*]; provided, however, that (i) the Specified IP Representations shall survive the Closing until the date that is [*] and (ii) the Fundamental Representations shall survive the Closing until the date which is [*].