Excluded Representation definition
Examples of Excluded Representation in a sentence
If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to the terms of this Agreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be promptly paid over to Purchaser.
Except as expressly provided otherwise herein, (a) each representation and warranty contained herein shall expire and be of no force and effect on, the first anniversary of the Closing Date, with the exception of the Excluded Representations; and (b) each Excluded Representation shall survive the Closing until the expiration of the applicable statute of limitations relating to the matters set forth in such Sections.
Any claim made by Buyer for a breached Seller Excluded Representation or a breached Seller Individual Representation contained in this Agreement must be initiated by Buyer or the SPAC prior to the above-referenced expiration date.
Buyer on behalf of itself and each Buyer Indemnified Person releases Seller, and each person acting or purporting to act on behalf of Seller, from and against any and all liability in respect of any Excluded Representation to the fullest extent permitted by law except for any claims based on fraud, willful misconduct or intentional misrepresentation.
For purposes hereon, the “Seller Maximum Indemnification Liability” shall be equal to [***] of the Purchase Price, except for any Claim by a Buyer Party arising from, related to or in connection with: (i) a Seller Excluded Representation, or (ii) Seller’s, the Company’s or any of their Affiliates’ intentional misrepresentation, willful breach or fraud, in which case Seller shall be responsible for all Adverse Consequences without limitation.
Subject to the limitations contained in this Article 7, any Excluded Representation or Warranty, covenants and agreements contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the Transaction.
Notwithstanding the foregoing to the contrary, the limitations on indemnification set forth in clauses (i) and (ii) of this Section 7.5(b) shall not apply to any claim for indemnification under Section 7.2(a) that relates to an Excluded Representation, a representation and warranty set forth in Section 3.13 or any certification with respect thereto, for which the Seller’s maximum liability shall be the Purchase Price.
Any claim for indemnification pursuant to Section 9.3(b) in respect of any breach of an Excluded Representation and Section 9.3(d) (to the extent the enforcement Action referenced therein relates to any such claim under Section 9.3(b)) shall not be subject to the General Indemnification Cap.
For the avoidance of doubt, any indemnification in respect of any Losses suffered as a result of any facts or circumstances which constitute a breach of any Excluded Representation shall be without regard to the Cap.
Notwithstanding the foregoing, the Indemnity Threshold shall not apply to any Losses arising out of a breach of an Excluded Representation.