Seller Warranty Breach definition

Seller Warranty Breach has the meaning set forth in Section 8.01.
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Seller Warranty Breach has the meaning given to it in Section 10.2(b).
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Seller Warranty Breach means a breach of any of the Seller Warranties;
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Examples of Seller Warranty Breach in a sentence

  • No indemnification shall be payable by Seller for any the Seller Warranty Breach unless and until the amount of all losses due to any the Seller Warranty Breach against the Purchaser exceeds 10 million Japanese Yen (¥10,000,000) (the “Basket”); whereupon, subject to Section 8.2(c), indemnification by the Seller shall be payable for all such Losses (including the Basket amount).

  • The Seller shall not be liable under this Agreement in respect of any claim with respect to the Seller Warranty Breach unless a notice of the claim is given by the Purchaser specifying the matters set forth in Section 8.3 within two (2) years following the Closing Date.

  • This Amended and Restated Agreement has been entered into on the date stated at the beginning of this Amended and Restated Agreement.

  • The aggregate amount of the liability of the Seller in respect of all claims under this Agreement with respect to the Seller Warranty Breach other than claims resulting from an intentional breach of this Agreement shall not exceed 1 billion Japanese Yen (¥1,000,000,000).

  • Page 5 In the univariate analysis (Table 2), the early cART group had a nearly three-fold higher likelihood of PTD and a two-fold higher likelihood of low delivery weight compared with the no cART group.

  • In addition, notwithstanding anything in this Agreement to the contrary, the Seller Parent’s and the Seller’s maximum liability for all Seller Warranty Breaches and Scheduled Liabilities shall not exceed $200,000,000 in the aggregate, provided that this limitation shall not apply to any Seller Warranty Breach of Section 2.1 (Corporate Authorization), Section 2.2 (Corporate Status), Section 2.4 (Capitalization; Title to Shares) or Section 2.21 (Finders’ Fees).

  • Section 2.09(a) Seller Warranty Breach ................................................................................

  • Nothing in this Section 11.8 shall limit any Person’s right to seek and obtain any equitable relief or other remedy with respect to any breach of Sections 6.2, Section 7.1 or Section 7.7, with respect to any Seller Warranty Breach relating to any special warranty of title to the Purchased Assets or on account of any fraud.

  • Notwithstanding the foregoing, in the case of a Seller Warranty Breach which relates to a specific Seller or Sellers, and not to all Sellers (such as a representation or warranty regarding a specific Seller’s title to its shares or the good standing, authorization or authority of a Seller that is an entity), only the Seller or Sellers to whom such Seller Warranty Breach relates will have any indemnification liability under this Section 7.3.

  • Except for a Company Warranty Breach or Seller Warranty Breach with respect to a Fundamental Representation or Sections 3.13, 3.17 or 4.5, in no event shall Seller’s aggregate liability under Sections 10.2(a) and 10.2(b) and Sections 10.2(a) and 10.2(b) of the Water PSA exceed, in the aggregate, 15% of the sum of (x) the Base Purchase Price plus (y) the “Base Purchase Price” under the Water PSA.


More Definitions of Seller Warranty Breach

Seller Warranty Breach means the breach of any representation or warranty made by the Seller Parties or the Acquired Companies contained in this Agreement or in the certificate delivered by a Seller Party or an Acquired Company pursuant to Section 7.02(a) of this Agreement (it being understood that each statement contained in such a certificate shall constitute a representation and warranty).
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Seller Warranty Breach is defined in Section 8.01(b)(i).
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Seller Warranty Breach has the meaning set forth in Section 11.2(a). “Seller Reclamation Bonds” has the meaning set forth in Section 2.2(c). “Seller Mining Notice Requirement” means the requirement of Sellers, their successors and assigns, and their respective Affiliates to provide at least twenty-four (24) months’ prior written notice to Buyer (or its successors and assigns), to the extent reasonably possible, before exercising any of the Seller Retained Mining Rights in a manner which could reasonably be expected to sterilize, or prevent Buyer (or its successors or assigns) from mining and removing, any of the Owned Coal Reserves or Leased Coal Reserves, in order to allow Buyer (or its successors or assigns) to mine and remove the same ahead of Seller, their successors and assigns, or their respective Affiliates exercising such Seller Retained Mining Rights. “Seller Retained Mining Rights” means, with respect to the Excluded Seller Coal Reserves, each of the following rights to the extent that Sellers own or hold the same as of the Closing Date
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Seller Warranty Breach has the meaning set forth in Section 5.2(a).
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Related to Seller Warranty Breach

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

  • Privacy Breach means the theft or loss of Client Data and unauthorized access, use, disclosure, modification or destruction by Client Data.

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

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • 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.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Xxxxxx'x facilities to furnish the reqUirements of Buyers, together with unaccounted for gas. This gas shall be considered Included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Major Breach means a breach of:

  • Non-Breaching Party has the meaning set forth in Section 13.2(a).

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer’s Personal Data transmitted, stored, or otherwise Processed.

  • Information Security Breach means the unauthorized acquisition, access, use, disclosure, transmittal, storage or transportation of Confidential Information which is not permitted by law or by the terms of this Amendment, including, but not limited to, a Security Incident.

  • Seller Default has the meaning set forth in Section 11.2.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Breach means an impermissible use or disclosure of electronic or non-electronic sensitive personal information by an unauthorized person or for an unauthorized purpose that compromises the security or privacy of Confidential Information such that the use or disclosure poses a risk of reputational harm, theft of financial information, identity theft, or medical identity theft. Any acquisition, access, use, disclosure or loss of Confidential Information other than as permitted by this DUA shall be presumed to be a Breach

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

  • Purchaser’s Warranties means the warranties and representations given by the Purchaser pursuant to Clause 5.2 and Schedule 5.2;

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

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 5.1 (Authority; Enforceability), Section 5.3 (Organization) and Section 5.7 (Brokers).

  • Purchaser/ User means ultimate recipient of goods and services

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a), Section 3.2(c) and Section 3.2(f) (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.8(a) (No Company Material Adverse Effect) and Section 3.17 (Brokers).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Material Defect As defined in Section 2.02(c) hereof.

  • Security Breach means the unauthorized acquisition of or access to Customer Data by an unauthorized person that compromises the security, confidentiality, or integrity of Customer Data, including instances in which internal personnel access systems in excess of their user rights or use systems inappropriately. “Security Breach” shall also be deemed to include any breach of security, confidentiality, or privacy as defined by any applicable law, rule, regulation, or order.