Excluded Representations definition
Examples of Excluded Representations in a sentence
The Buyer Excluded Representations will be true and correct in all material respects as of the Closing Date, as if made as of such time (except to the extent that such representations and warranties expressly speak as of another date, in which case such representations and warranties will be true and correct as of such date).
All representations, warranties, and covenants contained in this Agreement and any certificate delivered pursuant hereto shall survive the Closing for a period of fifteen (15) months after the Closing Date, and shall thereafter expire; provided, however, that (a) the Excluded Representations shall survive for thirty (30) days after the expiration of the applicable statute of limitations and (b) claims based on Fraud shall survive without limitation (as applicable, the “Survival Period”).
Losses with respect to Excluded Representations will be subject to indemnification from the first dollar of loss.
The maximum aggregate obligation of the Assignor to Assignee pursuant to Section 6.1 on account of any breach of any representation or warranty (excluding the Excluded Representations) made by the Assignor in this Agreement shall not exceed $ 93,923,588, provided, however, that this limitation shall not apply with respect to fraud or intentional misrepresentation.
For the avoidance of doubt, the Threshold shall not apply to payment of amounts due pursuant to Article III of this Agreement or with respect to the Excluded Representations or with respect to claims arising from fraud.