LIMITATION AND DEDUCTIBLE FOR SECTION 9 DEFICIENCIES Sample Clauses

LIMITATION AND DEDUCTIBLE FOR SECTION 9 DEFICIENCIES. (i) Except for the representations contained in Sections 2(a)(i) through (iv), each of which shall survive for the applicable statute of limitations, no claim for indemnity on account of a breach of representation shall be made unless such claim is set forth in a written notice thereof given to SSC on or prior to that date which is eighteen (18) months after the date of Closing hereunder; provided, however, this Section 9(f)(i) shall not apply to SSC's indemnification obligation with respect to losses and damages under Section 9(b)(ii) and attorneys' fees, costs and expenses reasonably incurred incident thereto, which obligation shall survive indefinitely. (ii) No claim(s) for Section 9 Deficiencies, except for claim(s) based upon a breach of a covenant or agreement hereunder, may be made against SSC unless the aggregate amount of such claim(s) exceeds Fifty Thousand Dollars ($50,000) (the "Threshold Amount"), but if such claim(s) exceeds in the aggregate the Threshold Amount, Section 9 Indemnitee may claim for the entire amount of such claim(s) including such Fifty Thousand Dollars ($50,000) amount. (iii) At the direction of Buyer (subject to Section 9(h)), SSC will, and at the election of SSC, SSC may satisfy, all or any portion of the Section 9 Deficiencies payable by SSC by giving written notice to Buyer that Buyer shall be permitted to offset an amount specified in such notice against the next installments of the principal amount and accrued interest thereon of the Notes, and the amount of the Section 9 Deficiency deemed to be satisfied thereby shall be equal to the aggregate amount of principal and accrued interest of such offset; provided, however, this Section 9(f)(iii) shall not apply to SSC's indemnification obligation with respect to losses and damages under Section 9(b)(ii) and attorneys' fees, costs and expenses reasonably incurred incident thereto.
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Related to LIMITATION AND DEDUCTIBLE FOR SECTION 9 DEFICIENCIES

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