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. As defined in Section 11.4.
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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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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.

  • No demand or claim for indemnification under this Section 8.3 for any Misrepresentation Claim may be made after 11:59 p.m. New York time on the first anniversary of the Closing Date if the Company had Knowledge with respect to such Misrepresentation Claim.

  • Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim (as defined in this Section 8.2) with respect to which such Stockholder has Knowledge (as defined in this Section 8.2), no demand or claim for indemnification under this Section 8.2 may be made after 11:59 p.m. U.S. Eastern Time on the date six (6) months following the Closing Date.

  • No demand or claim for indemnification under this Section 8.2 for any Misrepresentation Claim may be made after 11:59 p.m. U.S. Eastern Time on the first anniversary of the Closing Date if such Stockholder had Knowledge (as hereinafter defined) with respect to such Misrepresentation Claim.

  • 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.

  • 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.

  • Any (x) claim for indemnification arising under Section 11.1(a) or Section 11.2(a) other than a Specified Misrepresentation Claim or a Tax Claim, and (y) any claim for indemnification under Sections 11.1(b) (other than a Tax Claim), 11.1(c), 11.1(d), 11.1(e), or 11.2(b), may be made at any time in the future, subject to any applicable statute of limitations.

  • No demand or claim for indemnification under this Section 8.5 for any Misrepresentation Claim may be made after 11:59 p.m. New York time on the first anniversary of the Closing Date if the Buyer had Knowledge with respect to such Misrepresentation Claim.

  • 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.

  • Any (x) claim for indemnification arising under Section 11.1(i) or Section 11.2(i) other than a Specified Misrepresentation Claim or a Tax Claim, and (y) any claim for indemnification under Sections 11.1(ii) (other than a Tax Claim) or 11.1(iii) or 11.2(ii) may be made at any time in the future, subject to any applicable statute of limitations.