Unlimited Claims definition

Unlimited Claims shall have the meaning set forth in Section 10.1.

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Unlimited Claims means in respect to claims made by the Buyer any Loss that is directly or indirectly suffered or incurred by any of the Indemnified Parties (regardless of whether or not such Loss relates to any Third Party Claim), and that arises from or as a result of, or is directly or indirectly connected with (a) any misrepresentation or breach or failure of any representation or warranty in Sections 3.1, 3.2, 3.3, and 3.4 to be true and correct in all respects by such Shareholder or (b) any fraud or intentional misrepresentation or intentional breach of this Agreement by the Company or by such Shareholder and means in respect to claims made by a Shareholder any Loss that is directly or indirectly suffered or incurred by any of the Indemnified Parties (regardless of whether or not such Loss relates to any Third Party Claim), and that arises from or as a result of, or is directly or indirectly connected with (a) any misrepresentation or breach or failure of any representation or warranty in Sections 5.1, 5.2 and 5.3. to be true and correct in all respects by the Buyer or (b) any fraud or intentional misrepresentation or intentional breach of this Agreement by the Buyer.

Unlimited Claims means all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses, including reasonable legal fees and expenses (including Recovery Costs and court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding), that any of the Buyer Indemnified Parties incurs and that arise out of any breach by the Company of the Federal Income Tax Representation or the last sentence of Section 3.1(c) or a breach by any Selling Stockholder of any of its representations and warranties contained in Section 3.2(a), or a breach by the Company or any Selling Stockholder of any of its respective representations, warranties and covenants contained in Section 7.4, or its respective covenant contained in Section 12.7, other than breaches by the Company of such covenants after the Closing.

Examples of Unlimited Claims in a sentence

Section 8.1 (Liability Caps) does not apply to any Unlimited Claims.
The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any Unlimited Claims.
Section 7.1 (Liability Caps) does not apply to any Unlimited Claims.
The remedies provided in this Agreement shall be cumulative and shall not preclude any party from asserting any other right, or seeking any other remedies, against the other party or any third Person; provided however, that (other than for Seller or Purchaser Unlimited Claims, as defined in Section 9.07 below) the sole and exclusive remedy for monetary damages under this Agreement shall be the Escrow Amount, except for any claims arising from any fraud on behalf of Purchaser, Seller, Target or Guarantor.
The Unlimited Claims shall survive until thirty (30) days following expiration of all statutes of limitation applicable to the matters referred to therein, at the latest five (5) years from the Closing Date.
Unlimited Claims shall not be subject to any aggregate liability.
The liability caps in Section 9.1 and the damages waiver in Section 9.2 do not apply to any Unlimited Claims or those claims brought under Section 10.1 (Indemnification – Protection by Provider).
The aggregate Losses payable by the Buyer pursuant to this Article 9 with respect to all claims for indemnification, other than with respect to Unlimited Claims, shall not exceed the total amount referred to in the preceding sentence.
Claims by the Purchaser against the Seller or Guarantor for Losses pursuant to this Agreement shall be satisfied (i) first, from the Escrow Amount, to the extent of the Escrow Amount, in accordance with the terms of the Escrow Agreement, and (ii) second, then, solely with respect to Seller Unlimited Claims, from the Seller or Guarantor directly.
The liability caps in Section 9.1 do not apply to any Unlimited Claims.

More Definitions of Unlimited Claims

Unlimited Claims means all claims for Damages related to or arising --------- ------ directly or indirectly out of or in connection with any inaccuracy in or breach of any representation or warranty made by the Company or any of the Principal Stockholders in Sections 3.2 ("Authorization and Enforceability"), 3.3 ("Capitalization"), 3.11 ("Taxes"), 3.27 ("Brokers"), or (to the extent that it relates to any of the foregoing) 3.31 ("Disclosure") hereof, and all claims for damages arising from AGI Indemnified Claims arising under clause (iii) of the definition thereof.

Unlimited Claims means claims for indemnification in respect of fraud or ---------------- intentional misrepresentation, pursuant to Section 8.2(ii) (relating to the Company's liability for Taxes in respect of pre-closing periods), or any breach of any of the following:

Unlimited Claims means Claims involving fraud or Wilful Breach and Claims relating to Fundamental Warranties;

Unlimited Claims means all (a) claims in respect of Taxes that are made with respect to the representations and warranties in Section 2.24 or are governed by Article 8 of this Agreement ("Tax Claims"); (b) claims based upon a willful, grossly negligent, fraudulent or intentional misrepresentation of the Sellers or the Company contained in this Agreement or any other document, list, exhibit or instrument furnished in connection herewith ("Fraud Claims"); (c) claims made with respect to the representations and warranties in Sections 2.1 through 2.5 ("Corporate Matters Claims"); (d) claims made under Section 4.1(d) relating to the former shareholders of the Company; (e) claims made with respect to representations and warranties in Sections 2.13 and 2.14 ("Employee Claims"); (f) claims made with respect to representations and warranties in Sections 2.16 and 2.17 ("Benefits Claims"); (g) claims made with respect to the Sellers' duties pursuant to Section 1.3 ("Expense Claims"); (h) claims made under Section 4.1(f) with respect to products sold by the Company prior to the Closing ("Product Claims"); and (i) claims made with respect to representations and warranties in Section 2.9 ("Title to Asset Claims"). The term "Unlimited Claims" shall not be construed to serve as a waiver of the amount limitations set forth in Section 4.2(c) below.

Unlimited Claims means claims for indemnification hereunder, to the extent that they are not Limited Claims.

Unlimited Claims shall not be construed to serve as a waiver of the amount limitations set forth in Section 4.2(c) below.