R&W Claim definition

R&W Claim means any Claim by a Buyer Party arising out of a breach or inaccuracy of any representation or warranty given by Sellers under Section 5.1 or Section 5.2; provided, that, any Claims with respect to the matters set forth on Schedule 6 shall not constitute R&W Claims.
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R&W Claim means any Claim by a Buyer Party arising out of a breach or inaccuracy of any representation or
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R&W Claim has the meaning set forth in Section 6(d).
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Examples of R&W Claim in a sentence

  • In the event that Assignor shall object to any of the claim or claims specified in the R&W Claim Notice, Assignor shall, within thirty (30) days after receipt by Assignor of such R&W Claim Notice, deliver to Assignee a notice to such effect, specifying in reasonable detail the basis of such objection, and Assignor and Assignee shall, within thirty (30) days of the receipt by Assignee of such notice of objection, attempt in good faith to agree upon the claim or claims to which Assignor shall have objected.

  • Survival Period All representations and warranties of the Parties contained in this Agreement shall survive for a period of ( ) years from the Closing Date (the “R&W Claim Period”), and upon the expiration of the R&W Claim Period, all representations and warranties to which such R&W Claim Period relates to shall automatically expire without any action from the Parties hereto.

  • Any Excess R&W Claim Collateral that does not become subject to an Excess R&W Claim on or before the Excess R&W Claim Expiration Date shall thereafter be returned to Sellers.

  • All of the representations and warranties made in this Agreement shall survive and continue to be in effect for a period of 5 (five) years from the date of this Agreement (the "R & W CLAIM PERIOD) and upon the expiration of the applicable R&W Claim Period, the representations and warranties to which such R&W Claim Period relates to shall automatically expire without any action from the Parties hereto.

  • If the New York Project Trigger Event has occurred as of the Survival Period Termination Date, the Purchaser and the Seller shall jointly instruct the Escrow Agent to release to the Seller the aggregate amount of funds remaining in the Escrow Account that are not the subject of a pending R&W Claim.

  • Any Excess R&W Claim Collateral shall be available to compensate the Buyer Indemnitees for Losses pursuant to this Article 5.

  • For the avoidance of doubt, Buyer and/or the insurer under the R&W Insurance Policy shall have the right to control (whether directly or indirectly) the defense of any R&W Claim.