Sufficiency Representation definition

Sufficiency Representation shall have the meaning ascribed to such term in Section 2.13.
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Sufficiency Representation means the representations and warranties of Sellers set forth in Section 5.5 (Sufficiency of Assets), as such representations and warranties shall also be made as of the Closing in accordance with Section 4.3(b)(i)(B) and Section 4.3(b)(i)(C) and certified in accordance with Section 4.3(b)(iv).
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Examples of Sufficiency Representation in a sentence

  • Except in the event of a Buyer Fundamental Claim or a Seller Fundamental Claim or breach of covenant, the total limit of liability for any Indemnifying Party to an Indemnified Party shall not exceed $1.5 million and the total limit of liability for any Indemnifying Party to an Indemnified Party in respect of (i) Seller’s breach of the Sufficiency Representation or (ii) any breach of covenant shall not exceed the Purchase Price.

  • If resolution satisfactory to Buyers, acting reasonably and in good faith, is not reached within fifteen (15) Business Days of the date Buyers first notify Sellers, in writing, of the breach or inaccuracy in the Sufficiency Representation, only then may Buyers elect to pursue the indemnification remedies available in this Article.

  • Subject to the other provisions of this Article VIII, Sellers shall not be liable for any claims by any Buyer Indemnified Party pursuant to Section 8.2(a)(i) with respect to the Sufficiency Representation until the aggregate amount of all Damages with respect to such claims in excess of the Minimum Threshold exceeds $500,000, in which case, such Buyer Indemnified Parties shall be entitled to dollar one of Damages with respect thereto.

  • In no event shall any Buyer Indemnitees have any claim for monetary damages with respect to any breach or alleged breach of the Sufficiency Representation.

  • In connection with any material breach by the Seller of the Sufficiency Representation, the Buyer may provide written notice of such breach to the Seller at any time on or prior to the twelve (12) month anniversary of the Closing.

  • For purposes of determining the amount of any Losses suffered directly by the Investor (as opposed to any Company) in relation to indemnification pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii) (but only as it relates to the Asset Sufficiency Representation) except in the case of Fraud by Post, such Losses shall be calculated by considering the relative ownership of 8th Avenue Common Stock by the Investor as compared to the ownership of 8th Avenue Common Stock by Post immediately after the Closing.

Related to Sufficiency Representation

  • Major Representation means a representation or warranty with respect to the Borrower or the Merger Sub only under any of Clause 18.2 (Status) to Clause 18.6 (Validity and admissibility in evidence) inclusive.

  • Perfection Representations means the representations, warranties and covenants set forth in Schedule 1 attached hereto.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Company Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Representation means any representation as to fact or law, including a representation as to the state of mind of—

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.