Specified Representations and Warranties definition
Examples of Specified Representations and Warranties in a sentence
Notwithstanding the foregoing, the limitations set forth in this Section 11.5(b) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party.
Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party.
The Company Specified Representations and Warranties will be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which will be determined as of that specified date in all respects).
The Parent Specified Representations and Warranties will be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.
Except for Damages arising from a breach of the Specified Representations and Warranties, Sellers are not liable, and will not be required to indemnify or hold harmless the Buyer Indemnitees, on account of any Damages under Section 11.2(i) unless the Damages arising from that breach (or related breaches that arise out of substantially the same event or circumstance) exceeds $50,000.