Covered General Damages Sample Clauses

Covered General Damages. If the Closing occurs, notwithstanding any investigation conducted or notice of knowledge obtained by or on behalf of any party hereto, the Aggregate Merger Consideration shall be reduced in accordance with Section 1.10 by any of the following amounts (“Covered General Damages”) suffered or incurred by Immucor or Merger Sub or any of their respective Affiliates, directors, officers, agents, employees, successors or assigns (each such protected party, an “Immucor Protected Party”): (i) Any Covered Loss involving, arising out of or related to any Breach (and, in the case of a Third Party Claim, any alleged Breach) of any representation or warranty made by Matrix in this Agreement (other than Section 3.13) either as of the date of this Agreement or as re-made as of the Closing; provided, however, that the determination of whether such a Breach has occurred will disregard: (A) materiality qualifiers; (B) knowledge qualifiers, other than those involving knowledge of contemplated or threatened acts or omissions of third parties; and (C) as to the representations and warranties as deemed re-made as of the Closing, the failure of the Disclosure Letter to list contracts or other similar obligations entered into or incurred by Matrix in the ordinary course of business (other than with respect to the Matrix Intellectual Property) after the date of this Agreement and not in violation of Section 5.2; provided, further, that contracts and other obligations entered into after the date of this Agreement as described in clause (C) above are deemed Leases, Indebtedness and Matrix Contracts, as applicable, to the extent they would otherwise be included in such defined terms had they been entered into on or before the date of this Agreement and, thus, the representations and warranties in this Agreement as to the characteristics and status of Leases, Indebtedness and Matrix Contracts, as applicable, are deemed made as to such additional contracts and obligations as of the Closing Date; (ii) Any Covered Loss involving, arising out of or related to any breach, violation or failure to perform of any covenant or agreement made by Matrix in this Agreement; (iii) Any Covered Loss involving, arising out of or related to any obligation or liability (whether absolute, contingent, known or unknown, determinable or indeterminable, or otherwise) of Matrix relating to any of the following: (A) Any Taxes relating to periods ending on or before the Closing Date, or to the portion of any Str...