Seller Warranty Breach definition

Seller Warranty Breach has the meaning given to it in Section 10.2(b).
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Seller Warranty Breach has the meaning set forth in Section 8.01.
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Seller Warranty Breach means a breach of any of the Seller Warranties;
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Examples of Seller Warranty Breach in a sentence

  • The Seller shall not be liable under this Agreement in respect of any claim with respect to the Seller Warranty Breach unless a notice of the claim is given by the Purchaser specifying the matters set forth in Section 8.3 within two (2) years following the Closing Date.

  • The aggregate amount of the liability of the Seller in respect of all claims under this Agreement with respect to the Seller Warranty Breach other than claims resulting from an intentional breach of this Agreement shall not exceed 1 billion Japanese Yen (¥1,000,000,000).

  • No indemnification shall be payable by Seller for any the Seller Warranty Breach unless and until the amount of all losses due to any the Seller Warranty Breach against the Purchaser exceeds 10 million Japanese Yen (¥10,000,000) (the “Basket”); whereupon, subject to Section 8.2(c), indemnification by the Seller shall be payable for all such Losses (including the Basket amount).

  • Except to the extent arising from any Seller Warranty Breach for purposes of Section 8.01(a) on and after the Closing Date, Buyer, the Companies and their Affiliates shall collectively be responsible and liable for all Employee Related Liabilities.

  • In addition, notwithstanding anything in this Agreement to the contrary, the Seller Parent’s and the Seller’s maximum liability for all Seller Warranty Breaches and Scheduled Liabilities shall not exceed $200,000,000 in the aggregate, provided that this limitation shall not apply to any Seller Warranty Breach of Section 2.1 (Corporate Authorization), Section 2.2 (Corporate Status), Section 2.4 (Capitalization; Title to Shares) or Section 2.21 (Finders’ Fees).

  • Section 2.09(a) Seller Warranty Breach ................................................................................

  • Notwithstanding the foregoing, in the case of a Seller Warranty Breach which relates to a specific Seller or Sellers, and not to all Sellers (such as a representation or warranty regarding a specific Seller’s title to its shares or the good standing, authorization or authority of a Seller that is an entity), only the Seller or Sellers to whom such Seller Warranty Breach relates will have any indemnification liability under this Section 7.3.

  • Nothing in this Section 11.8 shall limit any Person’s right to seek and obtain any equitable relief or other remedy with respect to any breach of Sections 6.2, Section 7.1 or Section 7.7, with respect to any Seller Warranty Breach relating to any special warranty of title to the Purchased Assets or on account of any fraud.


More Definitions of Seller Warranty Breach

Seller Warranty Breach means the breach of any representation or warranty made by the Seller Parties or the Acquired Companies contained in this Agreement or in the certificate delivered by a Seller Party or an Acquired Company pursuant to Section 7.02(a) of this Agreement (it being understood that each statement contained in such a certificate shall constitute a representation and warranty).
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Seller Warranty Breach is defined in Section 8.02(a).
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Seller Warranty Breach has the meaning set forth in Section 11.2(a). “Seller Reclamation Bonds” has the meaning set forth in Section 2.2(c). “Seller Mining Notice Requirement” means the requirement of Sellers, their successors and assigns, and their respective Affiliates to provide at least twenty-four (24) months’ prior written notice to Buyer (or its successors and assigns), to the extent reasonably possible, before exercising any of the Seller Retained Mining Rights in a manner which could reasonably be expected to sterilize, or prevent Buyer (or its successors or assigns) from mining and removing, any of the Owned Coal Reserves or Leased Coal Reserves, in order to allow Buyer (or its successors or assigns) to mine and remove the same ahead of Seller, their successors and assigns, or their respective Affiliates exercising such Seller Retained Mining Rights. “Seller Retained Mining Rights” means, with respect to the Excluded Seller Coal Reserves, each of the following rights to the extent that Sellers own or hold the same as of the Closing Date
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Seller Warranty Breach has the meaning set forth in Section 7.2(a)(i).
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Seller Warranty Breach has the meaning set forth in Section 5.2(a).
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Related to Seller Warranty Breach

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Privacy Breach means a common law breach of confidence, infringement, or violation of any rights to privacy, including but not limited to breach of the Insured’s privacy statement, breach of a person’s right of publicity, false light, intrusion upon a person’s seclusion, public disclosure of a person’s privacy information, or misappropriation of a person’s picture or name for commercial gain.

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

  • 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.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Major Breach means a breach of:

  • Non-Breaching Party has the meaning set forth in Section 12.2.1.

  • Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

  • Information Security Breach means the unauthorized acquisition, access, use, disclosure, transmittal, storage or transportation of Confidential Information which is not permitted by law or by the terms of this Amendment, including, but not limited to, a Security Incident.

  • Seller Default has the meaning set forth in Section 11.2.

  • Data Breaches Party shall report to AHS, though its Chief Information Officer (CIO), any impermissible use or disclosure that compromises the security, confidentiality or privacy of any form of protected personal information identified above within 24 hours of the discovery of the breach. Party shall in addition comply with any other data breach notification requirements required under federal or state law.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Breach means the acquisition, Access, Use or Disclosure of Protected Health Information (PHI) which compromises the Security or privacy of the PHI, except as excluded in the definition of Breach in 45 CFR § 164.402.

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

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

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Interests (excluding Permitted Encumbrances), that alone or in combination with other defects renders Seller’s title to the Interests or part thereof less than Defensible Title.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Purchaser/ User means ultimate recipient of goods and services

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Material Defect As defined in Section 2.02(c) hereof.