MATERIAL MISREPRESENTATIONS definition

MATERIAL MISREPRESENTATIONS means representations or warranties made by Seller in this Contract or the Seller Documents that are both (i) untrue, inaccurate or incorrect and (ii) viewed in the aggregate, result in actual damages to Purchaser of more than One Hundred Thousand Dollars ($100,000.00) (the “Materiality Threshold”). The term “Surviving Obligations” means those obligations expressly stated in this Contract or any of the Seller Documents or the Purchaser Documents to survive the termination thereof or the Closing. Purchaser acknowledges and agrees that (A) at or prior to the Closing, Purchaser’s rights and remedies in the event any of Seller’s representations or warranties made in this Contract or the Seller Documents are untrue, inaccurate or incorrect shall be only as provided in this Section 6.3, and (B) if the Closing does not occur, Purchaser hereby expressly waives, relinquishes and releases all rights or remedies available to it at law, in equity or otherwise (including, without limitation, the right to seek damages from Seller) as a result of any of Seller’s representations or warranties made in this Contract or the Seller Documents being untrue, inaccurate or incorrect, except as specifically provided in this Section 6.3.
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MATERIAL MISREPRESENTATIONS shall have the meaning ascribed to it in Section 6.3(b).
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MATERIAL MISREPRESENTATIONS shall have the meaning specified in SECTION 7.7 of this Agreement.
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Related to MATERIAL MISREPRESENTATIONS

  • Misrepresentation means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

  • Material Damage and “Materially Damaged” means damage which, in Seller’s reasonable estimation, exceeds $500,000.00 to repair or which, in Seller’s reasonable estimation, will take longer than ninety (90) days to repair.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Fraud means any offence under laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.