Warranty Claim definition
Examples of Warranty Claim in a sentence
The Purchaser shall not be liable in respect of any Purchaser Warranty Claim to the extent that any Seller actually recovers (whether by insurance, payment, discount, reduction in liabilities, credit, relief or otherwise) from a third party a sum which is referable to the subject matter of, or matter or circumstance giving rise to, such Purchaser Warranty Claim.
No Seller or Warrantor (as applicable) shall be liable for any Warranty Claim if and to the extent that, at the date of this Deed, any of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ from the Purchaser Group had actual knowledge (and for these purposes actual knowledge excludes constructive, imputed or deemed knowledge) of the relevant fact, matter, event or circumstance giving rise to such Warranty Claim.
No Warrantor shall be liable in respect of any Business Warranty Claim or Tax Claim unless the aggregate amount of all Business Warranty Claims and Tax Claims for which the Warrantors would otherwise be liable exceeds $5,750,000, in which case the Warrantors shall be liable for the entire amount of such Business Warranty Claims and Tax Claims and not merely the excess (subject to paragraph 3).
The Purchaser shall not be liable in respect of a Purchaser Fundamental Warranty Claim unless the Purchaser receives from the Sellers’ Representatives written notice containing such reasonably specific details as are then available of the specific matter giving rise to such Purchaser Fundamental Warranty Claim (including an estimate of the amount of such claim) before the expiry of the 60-month period commencing on the Completion Date.
For the avoidance of doubt, nothing in this paragraph 2 shall prevent the Purchaser from giving notice of any Business Warranty Claim or Tax Claim in accordance with paragraph 1 (Time Limits) notwithstanding that the relevant threshold in this paragraph 2 may not then have been exceeded.