Qualified Representation definition
Examples of Qualified Representation in a sentence
A Material Adverse Effect will be considered to exist with respect to one or more Matters that are the subject of a Qualified Representation if the existence of such Matters, when taken as a whole and considered in the aggregate with the existence of all other Matters that are the subject of all other Qualified Representations, would have or result in, or would reasonably be expected to have or result in, a Material Adverse Effect.
In addition, notwithstanding the foregoing, at such time, if any, that the Initially Disregarded Damages equal One Hundred Thousand Dollars ($100,000), then, thereafter, the Qualifiers shall be disregarded for purposes of determining breaches of the Qualified Representation (but the first One Hundred Thousand Dollars ($100,000) of Initially Disregarded Losses shall never be part of an indemnity Claim by the Buyer against the Seller hereunder).
For purposes of this Article XI, the term "Qualified Representation and Warranty" means any representation or warranty that is qualified by concepts of materiality or Material Adverse Effect and the term "Unqualified Representation and Warranty" means any representation or warranty that is not so qualified.
Seller’s representations contained in Section 7.1 below of this Agreement shall have been true and correct in all material respects when made and, except as otherwise disclosed to Purchaser in writing as a Qualified Representation and Warranty pursuant to Section 7.2 prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date.
Notwithstanding the above, nothing contained herein shall prohibit the Seller from contesting a breach of a Qualified Representation claimed by the Buyer or the amount of damage as a result of such claimed breach.