Misrepresentation Claim definition

Misrepresentation Claim means a claim or demand for indemnification based upon, resulting from or arising out of any material breach or inaccuracy of a warranty or representation and such material breach or inaccuracy was the direct and primary cause of the Damages for which indemnification is sought; and (2) the term "Knowledge" means in respect of any Misrepresentation Claim, as of the Closing Date or at any time prior thereto, (a) actual knowledge of the material breach or inaccuracy upon which such Misrepresentation Claim is based, or (b) actual knowledge of facts which would cause a reasonable person, having knowledge and a full understanding of the terms of this Agreement, to be aware of or recognize the material breach or inaccuracy upon which the Misrepresentation Claim is based.
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Misrepresentation Claim means a claim or demand for indemnification based upon, resulting from or arising out of any breach or inaccuracy of the nature described in clause (i)(l) of this Section 9.2; and (2) the term “Knowledge” means in respect of any Misrepresentation Claim, as of the Closing Date or at any time prior thereto, (a) knowledge of the breach or inaccuracy upon which such Misrepresentation Claim is based or (b) knowledge of facts which would cause a reasonable person, having knowledge and a full understanding of the terms of this Agreement, to be aware of or recognize the breach or inaccuracy upon which the Misrepresentation Claim is based, provided that Seller shall be deemed to have knowledge of such facts which a reasonable person conducting a reasonable due diligence review would ascertain, discover or become aware of.
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Misrepresentation Claim. As defined in Section 11.4.
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Examples of Misrepresentation Claim in a sentence

  • To further identify these reaction products, FDA requests that you state which added ingredients combined to form the reaction product and the expected function(s) of the reaction product ingredient.

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim with respect to which the Company had Knowledge, no demand or claim for indemnification under this Section 8.3 may be made after 11:59 p.m. New York time on the date which is six (6) months following the Closing Date.

  • Mr Yap’s submissions confined the Misrepresentation Claim to fraudulent (as opposed to negligent or innocent) misrepresentation.

  • No demand or claim for indemnification under this Section 8.2 for any Misrepresentation Claim may be made after 11:59 p.m. U.S. Eastern Time on the first anniversary of the Closing Date if such Stockholder had Knowledge (as hereinafter defined) with respect to such Misrepresentation Claim.

  • First Sealord’s Negligent Misrepresentation Claim is Not Barred by the Statute of Limitations Durkin argues that First Sealord’s negligent misrepresentation claim is barred by the statute of limitations.

  • Further, in Mr Singh’s own submissions in relation to the Misrepresentation Claim, he said that most of the representations made by Joseph to Lyu Yan (including that Joseph was “able to arrange” the remittance of several millions in USD, and that his “remittance services were safe”) are true.

  • RAKIA is claiming by way of damages for the Good Faith Misrepresentation Claim the whole of the sum of $2.6 million which it paid to Mr Azima under the Settlement Agreement.

  • The tax burden will heavily be on the richer sections of the society.

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim with respect to which MMT had Knowledge, no demand or claim for indemnification under this Section 6.6 may be made after six (6) months following the Closing Date.

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim (as defined in this Section 8.2) with respect to which such Stockholder has Knowledge (as defined in this Section 8.2), no demand or claim for indemnification under this Section 8.2 may be made after 11:59 p.m. U.S. Eastern Time on the date six (6) months following the Closing Date.

Related to Misrepresentation Claim

  • Misrepresentation means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Fraud Claim means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Fraud means any offence under any Laws creating offences in respect of fraudulent acts (including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts including acts of forgery;

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Allegation means any written or oral statement or other indication of possible scholarly misconduct made to an institutional official.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.

  • Warranty Claim means a claim by the Buyer involving or relating to a breach of any Management Warranty.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.