Seller Warranty Breach definition

Seller Warranty Breach has the meaning set forth in Section 8.01.

Seller Warranty Breach has the meaning given to it in Section 10.2(b).

Seller Warranty Breach means a breach of any of the Seller Warranties;

Examples of Seller Warranty Breach in a sentence

• 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.

• 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 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).

• Except with respect to fraud or willful breach, the rights and remedies of the Buyer Indemnified Parties for a Loss relating to a Seller Warranty Breach shall be limited, for all purposes as set forth in this Article XII.

• 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.

• The Seller warrants that the Seller, its representatives and advisers involved in the Transaction are not aware of a Warranty Breach or any other breach of this agreement nor of any matter potentially resulting in a Seller Warranty Breach or any other breach of this agreement on the Signing Date.

• 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.

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

• Except to the extent arising from any Seller Warranty Breach for purposes of Section 8.01(a) on and after the Closing Date, Buyer, the Companies and their Affiliates shall collectively be responsible and liable for all Employee Related Liabilities.

• 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).

Seller Warranty Breach is defined in Section 8.02(a).

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

Seller Warranty Breach has the meaning set forth in Section 5.2(a).