Fundamental Representations Cap Sample Clauses

The Fundamental Representations Cap clause sets a maximum limit on the liability of a party for breaches of fundamental representations in a contract. In practice, this means that even if a party breaches key assurances—such as those related to ownership, authority, or title—their financial responsibility is capped at a specified amount, often higher than the general cap for other representations. This clause provides certainty and risk allocation by ensuring that parties are not exposed to unlimited liability for breaches of the most critical contractual promises.
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Fundamental Representations Cap. Subject to Section 10.3(b) (and without limiting Parent’s or the Purchaser’s right to make claims or receive recoveries under the R&W Insurance Policy), the Seller’s Indemnification Obligations under Sections 10.2(a) and 10.2(b) with respect to inaccuracies in or breaches of the Fundamental Representations shall be limited to payment of cash amounts not exceeding in the aggregate the sum of: (A) the Indemnification Escrow Amount; and (B) $[***] (it being understood that the amount referred to in this clause “(B)” may only be recovered by deducting and withholding such amount from, and setting off such amount against, any Contingent Payments payable by the Purchaser).
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Related to Fundamental Representations Cap

  • Additional Representations Section 3 is hereby amended by adding the following additional subsections:

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Additional Representations and Warranties (A) Each Receivable is being serviced by TMCC as of the Closing Date; (B) as of the Cutoff Date, each Receivable is secured by a new or used car, crossover utility vehicles, light-duty truck or sport utility vehicle; (C) no Receivable was more than 29 days past due as of the Cutoff Date; and (D) as of the Cutoff Date, no Receivable was noted in the records of TMCC or the Servicer as being the subject of a bankruptcy proceeding or insolvency proceeding.

  • Additional Representation Section 3 is amended by the addition at the end thereof of the following additional representations (provided that the representation in Section 3(h) will be made by Party A only):

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows: