LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES Sample Clauses

LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and the Shareholders in this Agreement or made pursuant hereto shall survive the Closing, and any investigation thereof, until the first to occur of (i) the issuance of the first audit report following the Closing Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation and (ii) the first anniversary of the Closing Date, and the Shareholders shall have no liability under this Article VIII unless written notice of a Claim is provided within such period. After the Effective Time, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $25,000. Once such threshold is satisfied, the Shareholders, subject to the other limitations in this Article VIII, shall be liable for all Claims of the Acquiror Indemnified Parties in excess thereof. After the Effective Time, all claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Escrow Shares.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and Andrxxx xx this Agreement or made pursuant hereto shall survive the Closing and any investigation thereof for one year after the Closing Date, and Andrxxx xxxll have no liability under this Article VIII unless written notice of a Claim is provided within such period. After the Effective Time, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $25,000. After the Effective Time, all claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Escrow Shares.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements in this Agreement or made pursuant hereto shall survive the Closing and any investigation thereof; provided, however, that in no event shall any Indemnified Party be permitted to make any claim under Article X unless such claim is first asserted on or before the second anniversary of the Closing Date. After the Effective Time, indemnification pursuant to this Article X shall be the sole and exclusive remedy of the parties for any breach of this Agreement, except with respect to (i) actual fraud or (ii) breach of any covenants or agreements to be performed after the Effective Time, including without limitation the registration provisions of Article III hereof. After the Effective Time, all claims by Buyer and the Buyer Affiliates pursuant to Sections 10.01, 10.08 or 10.09 shall be limited to the Escrow Shares.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and the Stockholders in this Agreement or made pursuant hereto shall survive the Closing and any investigation thereof for one year after the later of the Closing Date or the closing of the U.S. Acquisition, and Stockholders shall have no liability under this Article IX unless written notice of a Claim is provided within such period. After the Closing, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Full Escrow Shares except to the extent the aggregate amount for all claims exceeds $25,000. After the Closing, all claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Full Escrow Shares, except for any Claims of fraud. If any Acquiror Indemnified Party recovers against an Indemnifying Party for a Claim and there exists the possibility of recovery against any insurance policy in effect covering such Claim, the Indemnifying Party shall be entitled to pursue recovery under such insurance policy to the extent of the Claim.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and the Shareholders in this Agreement or made pursuant hereto shall survive the Closing, and any investigation thereof, until the first anniversary of the Closing Date and, the Shareholders shall have no liability under this Article VIII unless written notice of a Claim is provided within such period. After the Effective Time, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $50,000. Once such threshold is satisfied, the Shareholders, subject to the other limitations in this Article VIII, shall be liable for all Claims of the Acquiror Indemnified Parties in excess thereof. All Claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Escrow Shares, except for any claim of fraud.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements in this Agreement or made pursuant hereto shall survive the Closing, and any investigation thereof, until the end of the eighteenth month following the Closing Date and neither Sellers nor Buyer shall have any liability under this Section 10 unless notice of a Claim or alleged or potential Claim is provided within such period, except that (i) the representations and warranties contained in Sections 3(a) - 3(e) and the representations and warranties of W-H in Section 5(a) - 5(c) hereof shall survive indefinitely and (ii) Wastewater Discharge Claims shall survive until the fifth annual anniversary of the Closing Date. Except for Claims arising from (i) fraud, willful breach of any covenant or breaches of the representations and warranties contained in Sections 3(a) - 3(e) hereof or (ii) the Company not having a valid and effective Louisiana Water Discharge Permit or other required permit for the lawful discharge of wastewater from the Site ("Wastewater Discharge Claims") (collectively, "Excepted Claims"), the Buyer Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $100,000. Once such threshold is satisfied, Sellers, subject to the other limitations in this Section 10, shall be liable for all Claims of the Buyer Indemnified Parties in excess thereof. All Claims by the Buyer Indemnified Parties pursuant to this Agreement, other than Excepted Claims, shall be limited to the Escrow Shares. Sellers shall not be entitled to indemnification for Claims against Buyer except to the extent the aggregate amount for all claims exceeds $100,000. Once such threshold is satisfied, Buyer, subject to the other limitations in this Section 10, shall be liable for all claims of Sellers in excess thereof.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, covenants and agreements of the Company and the Shareholders in this Agreement or made pursuant hereto shall survive the Closing, and any investigation thereof, until (a) in the event the transaction is a pooling transaction, the first to occur of (i) the issuance of the first audit report following the Closing Date of the consolidated financial statements of Acquiror which includes the Surviving Corporation or (ii) the first anniversary of the Closing Date, or (b) in the event the transaction is not a pooling transaction, the second anniversary of the Closing Date and, the Shareholders shall have no liability under this Article VIII unless written notice of a Claim is provided within such period. After the Effective Time, the Acquiror Indemnified Parties shall not be entitled to indemnification for Claims from the Escrow Shares except to the extent the aggregate amount for all claims exceeds $75,000. Once such threshold is satisfied, the Shareholders, subject to the other limitations in this Article VIII, shall be liable for all Claims of the Acquiror Indemnified Parties in excess thereof. After the Effective Time, all Claims by the Acquiror Indemnified Parties pursuant to this Agreement shall be limited to the Escrow Shares, except for any claim of fraud subject to Section 8.08.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a) All representations, warranties, covenants and agreements of the Company and Buyer in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and any investigation thereof; provided, however, that in no event shall any Indemnified Party be permitted to make any claim under Article VII unless such claim is first asserted on or before eighteen (18) months from the Closing. After the Closing, indemnification pursuant to this Article VII shall be the sole and exclusive remedy of the parties for any breach of this Agreement, except with respect to actual fraud committed by a party hereto. Buyer and Buyer Affiliates shall not be entitled to indemnification for claims under Article VII (other than a claim under Article VII with respect to the representation and warranty contained in Section 2.04 of this Agreement) unless the aggregate amount of all claims under Article VII is in excess of $1,000,000 (and, in such event, Buyer or Buyer Affiliates shall only be entitled indemnification for the amount of such claims which in the aggregate exceed $1,000,000). Buyer and Buyer’s Affiliates shall not be entitled to indemnification for any single claim under Article VII not exceeding $10,000.00, and claims not exceeding $10,000.00 shall not be considered for purposes of determining whether the amount of claims exceed $1,000,000 in the aggregate.
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LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES 
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Related to LIABILITY LIMITATIONS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

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