Individual Representations definition
Examples of Individual Representations in a sentence
This means that the particular Vendor making the Individual Representations and Covenants will be solely liable for such Individual Representations and Covenants as they pertain to himself or itself, but not to the other Vendors.
The Vendors hereby jointly and severally represent and warrant to Exchangeco and Big Flash as set out in Part 1 of Schedule "D", provided that each Vendor shall be deemed to have severally made those representations set forth in paragraphs (a) to (i) of Schedule "D" (collectively, the "Individual Representations"), and acknowledge that Exchangeco and Big Flash are relying on these representations and warranties in entering into this Agreement and performing their obligations under the same.
Accordingly, each Securityholder will be solely liable to a Purchaser Indemnified Party for such Individual Representations as they pertain to such Securityholder, but not as they pertain to the other Securityholders, in accordance with and subject to the terms and conditions of this Agreement.
Buyer will have received a certificate signed on behalf the Acquired Companies to such effect solely with respect to the Seller Excluded Representations and the other Seller Individual Representations.
Section 3.1. Individual Representations and Warranties of Sellers 10 Section 3.2. Organization of the Company 11 Section 3.3. Capital Structure 11 Section 3.4. Ownership of LLC Interests 11 Section 3.5. Authority of Sellers 12 Section 3.6. No Conflict 12 Section 3.7. Financial Statements; Absence of Undisclosed Liabilities 13 Section 3.8. Operations Since the Balance Sheet Date 13 Section 3.9. Taxes 13 Section 3.10.
This means that the particular Vendor or Trustee making the Individual Representations and Covenants will be solely liable for such Individual Representations and Covenants as they pertain to himself or itself, but not to the other Vendors.
Except as specified in Clause 5.1.4 above regarding the Individual Representations and Warranties, the amount of the indemnification for Damages caused to the Company, the Purchaser and/or any of the Subsidiaries to be paid by the Vendors pursuant to this Clause shall be determined according to each Vendor’s Pro Rata Portion as set forth in Schedule III.
In the event of Direct Claims or Third-Party Claims arising from the inaccuracy, inauthenticity, incorrectness and/or a breach of the Individual Representations and Warranties, the provisions of the preceding sections of Clause 7 shall be applied mutatis mutandis, except for matters pertaining to the Vendors’ Representative and Vendors overall, which shall be deemed to refer to the Vendors against which the claim is aimed.
This means that the particular Party making the Individual Representations and Covenants will be solely liable for such Individual Representations and Covenants as they pertain to himself or itself, but not as they pertain to the other Party.
For the avoidance of doubt, Losses resulting from the breach by a Seller of any of its Individual Representations (which are contained in Article III) shall not be included in calculating any Aggregate Indemnity Threshold or Basket.