Non-Fundamental Representations Sample Clauses

Non-Fundamental Representations. With respect to Losses under Section 10.2(a) as a result of a breach of a representation or warranty that is not a Fundamental Representation (a “Non-Fundamental Representation”), Sellers shall not be liable to indemnify the Buyer Indemnitees until the aggregate amount of all such Losses for which Sellers would otherwise be required to provide indemnification exceeds, on a cumulative basis, an amount equal to fifty percent (50%) of the R&W Retention Amount (the “Deductible”), at which point Sellers shall indemnify the Buyer Indemnitees for such Losses, but only to the extent such Losses exceed the Deductible and are less than or equal to the R&W Retention Amount. Any Losses payable to a Buyer Indemnitee pursuant to this Section 10.5(a) shall be satisfied exclusively from the funds available to the Buyer Indemnitees in the Indemnification Escrow Fund. Except to the extent any Losses result from Fraud, to the extent the aggregate amount of Losses for which the Buyer Indemnitees are entitled to indemnification under Section 10.2(a) as a result of a breach of a Non-Fundamental Representation exceeds the R&W Retention Amount, the Buyer Indemnitees’ sole and exclusive remedy shall be recovery under the R&W Insurance Policy.
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Non-Fundamental Representations. As set forth in Section 7.2(a) and Section 8.7(b), all representations and warranties of the Company, the Company Securityholders and the Blocker set forth in this Agreement or any Related Agreement (including those set forth in the Option Cancellation and Joinder Agreements and the certificates delivered by the Company pursuant to Section 10.2(k) and Section 10.2(l)), other than Fundamental Representations (and the representations and warranties respecting Fundamental Representations set forth in the certificates delivered by the Company pursuant to Section 10.2(k) and Section 10.2(l)), terminate and expire at the Closing, and (other than in connection with a claim for Fraud) the Buyer Indemnified Parties’ sole and exclusive remedy for the breach of or inaccuracy in any such representations and warranties shall be recovery under the R&W Insurance Policy, and the Company Securityholders shall have no liability for such Losses.
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Non-Fundamental Representations. All representations and warranties related to the Company in Article IV, the Blocker Corps in Article V and the Sellers in Article VI (in each case, as modified by the Disclosure Schedule), other than Fundamental Representations, shall remain operative and in full force and effect only until the 12 month anniversary of the Closing Date, provided, that any obligations under Section 10.1 shall not terminate with respect to any Damages as to which the Buyer Indemnified Person to be indemnified shall have given a Notice of Claim to the Seller in accordance with the terms of this Agreement prior to the Expiration Date.
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Non-Fundamental Representations 
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Related to Non-Fundamental Representations

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Additional Representations and Warranties The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

  • Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party as follows:

  • Specified Representations Each of the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Closing Date, except to the extent expressly made as of an earlier date, in which case such Specified Representations shall have been so true and correct in all material respects (or in all respects if qualified by materiality) on and as of such earlier date.

  • No Additional Representations and Warranties Except as otherwise expressly provided in this Article IV (as modified by the Company Schedules), the Company expressly disclaims any representations or warranties of any kind or nature, express or implied, including as to the condition, value or quality of the Company or the Company’s assets, and the Company specifically disclaims any representation or warranty with respect to merchantability, usage, suitability or fitness for any particular purpose with respect to the Company’s assets, or as to the workmanship thereof, or the absence of any defects therein, whether latent or patent, it being understood that such subject assets are being acquired “as is, where is” on the Closing Date, and in their present condition, and Acquiror and Merger Sub shall rely on their own examination and investigation thereof. None of the Company’s Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Acquiror or its Affiliates, and no such party shall be liable in respect of the accuracy or completeness of any information provided to Acquiror or its Affiliates.

  • Representations & Warranties 14.1 Each Party represents that it has authority to enter into this Agreement and to do all things necessary to procure the fulfilment of its obligations in terms of this Agreement.

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