Seller Warranty Losses definition

Seller Warranty Losses has the meaning set forth in Section 11.3(b).
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Seller Warranty Losses. (other than with respect to Fundamental Representations) (i) unless and until the aggregate amount of all Seller Warranty Losses incurred by the Seller Indemnitees exceeds the Deductible, in which case Buyer shall be liable for all Seller Warranty Losses in excess of the Deductible, and (ii) to the extent that Seller Warranty Losses exceed the Cap in the aggregate. Buyer shall not be liable for any Seller Warranty Losses with respect to Fundamental Representations to the extent that such Seller Warranty Losses exceed the Purchase Price. Nothing contained in this Section 8.03 shall be deemed to limit or restrict in any manner any rights or remedies which any Seller has, or might have, at Law, in equity or otherwise, based on fraud, intentional misrepresentation, or any Losses pursuant to Section 8.03(a)(ii).
Sample 1
Seller Warranty Losses. (other than with respect to Fundamental Representations) (i) unless and until the aggregate amount of all Seller Warranty Losses incurred by the Seller Indemnitees exceeds the Basket, in which case Buyer shall be liable for all Seller Warranty Losses, and (ii) to the extent that Seller Warranty Losses exceed the Cap in the aggregate; provided, that nothing contained in this Section 9.03 shall be deemed to limit or restrict in any manner any rights or remedies which any Majority Stockholder has, or might have, at Law, in equity or otherwise, based on fraud, intentional misrepresentation, or any Losses pursuant to Section 9.03(a)(ii).
Sample 1

Examples of Seller Warranty Losses in a sentence

  • Buyer shall not be liable for any Seller Warranty Losses with respect to Fundamental Representations to the extent that such Seller Warranty Losses exceed the Purchase Price.

  • The Buyers shall not be responsible for Seller Warranty Losses that in the aggregate exceed the Purchase Price.

  • Buyer shall not be liable for any Seller Warranty Losses with respect to Fundamental Representations to the extent that such Seller Warranty Losses exceed $105,000,000.

  • Buyer shall not be liable for any Seller Warranty Losses with respect to breaches of the Extended Exposure Representations to the extent that such Seller Warranty Losses exceed the Extended Exposure Rep Cap.

Related to Seller Warranty Losses

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

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

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

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • 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;

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Leases and Xxxxx (excluding Permitted Encumbrances) which would result in Seller not having Defensible Title.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • 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).

  • 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 Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's 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.

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

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Title Defect Amount means, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows: