Misrepresentation Claim definition

Misrepresentation Claim means a claim or demand for indemnification based upon, resulting from or arising out of any material breach or inaccuracy of a warranty or representation and such material breach or inaccuracy was the direct and primary cause of the Damages for which indemnification is sought; and (2) the term "Knowledge" means in respect of any Misrepresentation Claim, as of the Closing Date or at any time prior thereto, (a) actual knowledge of the material breach or inaccuracy upon which such Misrepresentation Claim is based, or (b) actual knowledge of facts which would cause a reasonable person, having knowledge and a full understanding of the terms of this Agreement, to be aware of or recognize the material breach or inaccuracy upon which the Misrepresentation Claim is based.
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Misrepresentation Claim means a claim or demand for indemnification based upon, resulting from or arising out of any breach or inaccuracy of the nature described in clause (i)(l) of this Section 9.2; and (2) the term “Knowledge” means in respect of any Misrepresentation Claim, as of the Closing Date or at any time prior thereto, (a) knowledge of the breach or inaccuracy upon which such Misrepresentation Claim is based or (b) knowledge of facts which would cause a reasonable person, having knowledge and a full understanding of the terms of this Agreement, to be aware of or recognize the breach or inaccuracy upon which the Misrepresentation Claim is based, provided that Seller shall be deemed to have knowledge of such facts which a reasonable person conducting a reasonable due diligence review would ascertain, discover or become aware of.
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Misrepresentation Claim. As defined in Section 11.4.
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Examples of Misrepresentation Claim in a sentence

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim with respect to which the Company had Knowledge, no demand or claim for indemnification under this Section 8.3 may be made after 11:59 p.m. New York time on the date which is six (6) months following the Closing Date.

  • To further identify these reaction products, FDA requests that you state which added ingredients combined to form the reaction product and the expected function(s) of the reaction product ingredient.

  • The Education Association may also be assigned adequate space on the bulletin board in the central office of each building for Education Association notices, upon the approval of the building principal.

  • Further, in Mr Singh’s own submissions in relation to the Misrepresentation Claim, he said that most of the representations made by Joseph to Lyu Yan (including that Joseph was “able to arrange” the remittance of several millions in USD, and that his “remittance services were safe”) are true.

  • No demand or claim for indemnification under this Section 6.6 for any Misrepresentation Claim may be made after the first anniversary of the Closing Date if MMT had Knowledge with respect to such Misrepresentation Claim.

  • For the same reasons articulated with regard to Count II, Count III is dismissed.D. Count IV – Plaintiffs’ Negligent Misrepresentation Claim Against MoCo In Bilt-Rite Contractors, Inc.

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim with respect to which the Buyer had Knowledge, no demand or claim for indemnification under this Section 8.5 may be made after 11:59 p.m. New York time on the date which is six (6) months following the Closing Date.

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim with respect to which MMT had Knowledge, no demand or claim for indemnification under this Section 6.6 may be made after six (6) months following the Closing Date.

  • First Sealord’s Negligent Misrepresentation Claim is Not Barred by the Statute of Limitations Durkin argues that First Sealord’s negligent misrepresentation claim is barred by the statute of limitations.

  • RAKIA is claiming by way of damages for the Good Faith Misrepresentation Claim the whole of the sum of $2.6 million which it paid to Mr Azima under the Settlement Agreement.

Related to Misrepresentation Claim

  • 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.

  • Intentional Breach means, with respect to any representation, warranty, agreement or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant.

  • Fraud Claim means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • 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.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Allegation means any written or oral statement or other indication of possible scholarly misconduct made to an institutional official.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Willful Breach means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

  • Breach of Contract means the failure of a Party to perform any of its obligations in accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Contractor is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then such debarment or suspension shall constitute a breach.

  • Third Party Claim has the meaning set forth in Section 7.05(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.

  • 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.

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Third Party Infringement Claim has the meaning set forth in Section 5.4.

  • Warranty Claim means a claim for breach of any of the Warranties.

  • Willful and Material Breach means a deliberate act taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) with the actual knowledge that the taking of such act or failure to take such act constitutes, or will constitute, a material breach or deemed breach of this Agreement.

  • Breach of Duty means the Director or Officer breached or failed to perform his or her duties to the Corporation and his or her breach of or failure to perform those duties is determined, in accordance with Section 8.04, to constitute misconduct under Section 180.0851 (2) (a) 1, 2, 3 or 4 of the Statute.

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.