Rep and Warranty Claim definition

Rep and Warranty Claim means any claim, action or cause of action asserted by a Buyer Indemnified Party for the breach or inaccuracy of one or more of the representations and warranties (other than Fundamental Representations and Warranties) made by the Seller or a Member in this Agreement.

Examples of Rep and Warranty Claim in a sentence

  • An individual Rep and Warranty Claim with respect to which the amount of the claims, losses, expenses, damages or liabilities relating to such individual Rep and Warranty Claim does not exceed $5,000 (such claim being a "Small Claim") shall not be included in the calculation of the Basket Amount until the aggregate amount of all Small Claims exceeds $200,000 (the "Small Claim Basket Amount").

  • The Buyer Indemnified Parties may not assert any Rep and Warranty Claim against the Seller or the Members unless and until the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket.

  • The Buyer Indemnified Parties may not assert (a) a Rep and Warranty Claim against Seller to the extent the aggregate amount of all Damages relating to all Rep and Warranty Claims is greater than the Indemnity Cap, or (b) any claim for indemnification arising under this ARTICLE IX against Seller for the breach or inaccuracy of the Fundamental Representations and Warranties or for fraud or intentional misrepresentation to the extent the aggregate amount of all such Damages is greater than the Purchase Price.

  • The Buyer Indemnified Parties may not assert any Rep and Warranty Claim against Seller unless and until the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket.

  • The Buyer Indemnified Parties may not assert any Rep and Warranty Claim against the Seller unless and until the aggregate amount of all Damages resulting from all Rep and Warranty Claims exceed the Indemnity Basket.

  • The Buyer Indemnified Parties may not assert (a) a Rep and Warranty Claim against the Seller to the extent the aggregate amount of all Damages relating to all Rep and Warranty Claims is greater than the Indemnity Cap, or (b) any claim for indemnification arising under this Article VI against the Seller to the extent the aggregate amount of all losses relating to all claims for indemnification arising under this Article VI is greater than the Purchase Price.

  • The Buyer Indemnified Parties may not assert (a) a Rep and Warranty Claim against the Seller or the Members to the extent the aggregate amount of all Damages relating to all Rep and Warranty Claims is greater than the Indemnity Cap, or (b) any claim for indemnification arising under this Article VI against the Seller or the Members to the extent the aggregate amount of all Damages relating to all claims for indemnification arising under this Article VI is greater than the Indemnity Cap.

Related to Rep and Warranty Claim

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

  • Origination Rep and Warranty Settlement means any settlement relating to claims arising from breaches of origination/selling representations and warranties that Fannie Mae enters into with a loan seller or servicer in lieu of requiring such loan seller or servicer to repurchase a specified pool of mortgage loans that includes one or more Reference Obligations, whereby Fannie Mae has received the agreed-upon settlement proceeds from such loan seller or servicer.

  • Tax Warranty means a representation or warranty in Sections 3.17 or 3.19.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • 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.

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

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Manufacturer’s Warranty means the warranty supplied from time to time by the manufacturer of the Goods as at the date of the acceptance of the Statement of Work; “PPSA” means the Personal Property Securities Xxx 0000; “Price” means the amount specified within each Statement of Work (subject to any Variation) or as otherwise specified from the Company to the Customer representing the cost for the Works; “Related Work” means any additional building, carpentry, painting, plastering, plumbing or other work or other trades that the Customer requires, which are not to be carried out by the Company; “Services” means the services provided by the Company to the Customer as part of the Works, which may include without limitation the installation of Goods; “Services Delay Charge” means the services delay charge (if any) set out in the Statement of Work; “Services Interruption Event” means any interruption to a Works caused by; a Force Majeure Event, the Customer’s failure to carry out or perform any obligation required of it under this agreement which in the sole opinion of the Company does or may cause a delay in the Works and any other matter which in the reasonable opinion of the Company will cause an interruption or delay in the performance of the Works; “Statement of Work” means the details outlining the provision of the Works, which statement can be delivered verbally or in writing (including email) and may include (where applicable) an estimate or quotation (as specifically expressed as the case) of costs; “Variation” means a change in the Statement of Work including the specifications, scope, time of supply, price or scale of the Works and such variation shall form part of this agreement; “Workmanship” means a good and high quality and standard of delivery in connection with the Services performed; “Works” means the supply of Goods and the provision of Services to the Customer as per each Statement of Work;

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

  • Warranty means any one of them.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • 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.

  • Responsible bidder or offeror means a person who at the time of Contract Award has the capability to perform the Contract requirements and the integrity and reliability which will assure good faith performance.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Warranty Xxxx of Sale means the warranty (as to title) xxxx of sale covering the Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and specifically referring to each Engine, as well as the Airframe, constituting a part of the Aircraft.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Defects Liability Period (Warranty Period) means the period stated in the Schedule A Special Stipulations, following the taking over, during which the Contractor is responsible for making good defects and damage in accordance with Clause 15.

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

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).