Undisclosed Liability Representations definition
Undisclosed Liability Representations means those representations and warranties set forth in Subsections 7.1(d), (l), (o), (w), (x), (y), (z), (aa), (bb), (ee), (ii) and any other Pre-Contribution Liabilities as defined in Sections 15.1 and 15.2.
Undisclosed Liability Representations means those representations and warranties set forth in Subsections 7.1(d), (l), (o), (w), (x), (y), (z), (aa), (bb), (ee), (ii) and any other Pre-Contribution Liabilities as defined in Sections 15.1 and 15.2. (iv) "Failure to Perform" means a circumstance wherein the Owner or Contributor shall fail to perform a material obligation which is required to be performed by Contributor or Owner pursuant to this Agreement. If a Failure to Perform is in connection with, or causes, a financial obligation of the Project or Owner to result with respect to matters arising or occurring prior to the Contribution Date, the Failure to Perform shall be considered an Undisclosed Liability Representation for purposes of this Agreement. (v) "Claims Period" shall mean the period beginning on the Contribution Date and ending on (i) December 31, 2016, only as to Claims which pertain to General Representations and Failures to Perform; and (ii) the date on which the applicable statute of limitation has been determined to have expired as to Title Representations, Undisclosed Liability Representations, Torchlight Claims, and any type of fraud. (vi) "Claim" shall mean a claim for breach of a General Representation, a Title Representation, an Undisclosed Liability Representation or a claim for Failure to Perform or a claim involving fraud or material misrepresentation. (b) SCOLP’s rights with respect to any Claim shall expire unless SCOLP asserts the Claim before the expiration of the applicable Claims Period by written notice to Contributor in the manner provided in this Agreement or unless this Agreement otherwise provides such Claim is not subject to expiration. The notice shall set forth a definite statement of the nature of the Claim and an estimate of the damages resulting from such Claim which were suffered (or reasonably expected to be suffered) by SCOLP.
Undisclosed Liability Representations means those representations and warranties set forth in Sections