Examples of Specified Representations and Warranties in a sentence
Notwithstanding the foregoing, the limitations set forth in this Section 11.5(a) shall not apply to any Claims resulting from or arising out of breaches of the Specified Representations and Warranties or due to fraud, by or on behalf of the Indemnifying Party.
Notwithstanding the foregoing, the Purchaser shall be entitled to recover for any Purchaser Claim based upon a Claim of fraud, willful concealment or willful misleading or any breach of the Specified Representations and Warranties, without regard to the Threshold.
However, notwithstanding anything to the contrary in this section 7, the aggregate liability of each Member Group for all breaches of warranty and misrepresentation in respect of all the representations and warranties in section 4 other than the Specified Representations and Warranties shall not exceed $1,000,000.
Each of the representations and warranties contained in any of the Transaction Documents shall survive the Closing for a period terminating on September 30, 2012 (the “Representation Termination Date”), provided, however, that (a) Specified Representations and Warranties shall survive for the applicable statute of limitations (including any extensions and waivers) and (b) Fundamental Representations and Warranties shall survive indefinitely.
Except for Damages arising from a breach of the Specified Representations and Warranties, Sellers are not liable, and will not be required to indemnify or hold harmless the Buyer Indemnitees, on account of any Damages under Section 11.2(i) unless the Damages arising from that breach (or related breaches that arise out of substantially the same event or circumstance) exceeds $50,000.