Representation and Warranty Losses definition

Representation and Warranty Losses is defined in Section 6.01(3);
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Representation and Warranty Losses shall have the meaning specified in Section 11.6.1.
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Examples of Representation and Warranty Losses in a sentence

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 6.2, no indemnification shall be payable to a Buyer Indemnified Party with respect to any claim relating to Representation and Warranty Losses asserted more than eighteen (18) months after the Closing Date (the “Expiration Date”); provided that any claim for indemnification as to which notice has been given prior to the Expiration Date shall survive such expiration until final resolution of such claim.

  • Like many traditional business districts in the era of online shopping and retail plazas, however, Meadville’s downtown has struggled to attract and retain businesses or to draw visitors and customers on a consistent basis.

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  • Internal changes influence the brand’s vision, thus, have to be managed carefully and strategically (Amed, 2013).

  • If the same or substantially similar facts or circumstances constitute a breach of a representation or warranty and provide the basis for a claim under Sections 7.1(a), (c), (d), (e), (f) or (g), the limitations contained in this Agreement with respect to Representation and Warranty Losses shall not apply to such claim.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 6.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses under Sections 6.1(b) exceeds Thirty Four Thousand and Four Hundred dollars ($34,400.00) in the aggregate (the “Seller’s Basket”), whereupon the total amount of such Representation and Warranty Losses shall be recoverable in accordance with the terms hereof.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 7.2, no indemnification shall be payable to a Buyer Indemnified Party with respect to any claim relating to Representation and Warranty Losses asserted more than eighteen (18) months after the Closing Date (the “Expiration Date”); provided that any claim for indemnification as to which notice has been given prior to the Expiration Date shall survive such expiration until final resolution of such claim.

  • Subject to the exceptions set forth in subsection (f) of this Section 8.2, the obligation of the Shareholders to indemnify Buyer Indemnified Parties in respect of any Buyer Indemnifiable Losses described in or arising under (i) Section 8.1(b) or (ii) Section 8.1(c) (other than a breach of Sections 1.4(c)(i) and 3.7) (collectively, "Representation and Warranty Losses") shall be limited, in the aggregate, to an amount equal to Three Million Dollars ($3,000,000) (the "Representation and Warranty Cap").

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 7.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses under Section 7.1(b) exceeds three hundred fifty thousand dollars ($350,000) in the aggregate (the “Seller’s Basket”), whereupon the total amount of such Representation and Warranty Losses shall be recoverable in accordance with the terms hereof.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 7.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses under Section 7.1(b) exceeds nine hundred thousand dollars ($900,000.00) in the aggregate (the "SELLER'S BASKET"), whereupon the total amount of such Representation and Warranty Losses shall be recoverable in accordance with the terms hereof.

Related to Representation and Warranty Losses

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Warranty means any one of them.

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.