Standard Representations definition
Examples of Standard Representations in a sentence
The Borrower makes the Standard Representations and Warranties set out in Schedule “A”.
Notwithstanding any other provision of this Article VIII, Seller will not have any indemnification obligations for Indemnifiable Losses under this Agreement for any breach of the Core Seller Representations in excess of the Purchase Price, less any amount paid by Seller with respect to an indemnification obligation relating to any of Seller’s Standard Representations.
Sellers’ indemnification obligations for breach of the Standard Representations shall be limited to the amount to be outstanding(including interest) under the Promissory Note in accordance with its terms at the time a claim is made, whether or not scheduled payments or prepayments have been made.
The recourse of the Purchaser Indemnified Persons pursuant to this Agreement with respect to: (i) the Standard Representations (except for Section 3.14(c)(i)) shall be limited to the Escrow Amount (until released); (ii) Section 3.14(c)(i) shall be limited to the Escrow Amount (until released); and (iii) with respect to all other matters (other than with respect to Fraud by any Equityholder or its Affiliates) shall be limited to the Cash Consideration.
The Borrower makes the Standard Representations and Warranties set out in Schedule "A" and in addition the following representations which shall apply to it and to its subsidiaries and each of the Guarantors: 1)The current beneficial and registered ownership of each of RENIN CA, RENIN US and HOLDINGS are as set out in the corporate organization chart attached as Schedule “B”.
The Borrower makes the Standard Representations and Warranties set out in Schedule "A".
The Standard Representations of (a) Parent and (b) Buyer (and Buyer’s and Parent’s right to seek a claim for indemnification under this ARTICLE VIII in respect thereof) shall survive the Closing and continue in full force and effect until the date that is eighteen (18) months following the Closing Date (the “General Survival End Date”).
No claim for Damages shall be made with respect to the Standard Representations unless all Damages of all Purchaser Indemnified Persons hereunder, in the aggregate, exceed $875,000, in which case the Purchaser Indemnified Person shall be entitled to indemnification for all Damages from the first dollar (without regard to the limitation set forth in this Section 8.5(c)).