Examples of Fundamental Representation in a sentence
With respect to the Vendor Fundamental Representation in Section 3.1(3), as of the Closing Date, such representation and warranty is true and correct in all respects.
With respect to the Vendor Fundamental Representations (except for the Vendor Fundamental Representation in Section 3.1(3)), as of the Closing Date, such representations and warranties are true and correct in all material respects.
Notwithstanding the foregoing, (w) Buyer’s obligation pursuant to Seller’s Security in Section 7.2, (x) each Party’s obligation pursuant to Sections 8.2(a)(i) and 8.3(a)(i), respectively, with respect to breach of any Fundamental Representation, (y) Seller’s (i) obligation pursuant to Section 8.2(a)(iii) and (ii) the covenant set forth in Section 5.10, and (z) each Party’s obligations pursuant to Section 11.2, (collectively, “(w)-(z)”), shall not be subject to the Basket or the Maximum Indemnity Amount.
In addition, for any portion of the retention payable by Buyer for a breach of a Fundamental Representation, such amount shall constitute a Buyer loss to be satisfied from the Escrow Account.
The provisions in this Section 13.4(a) shall not limit SM’s liability for breaches of a Fundamental Representation or for breaches of Section 3.15.