Survivability; Limitations. (a) The representations and warranties of each of the parties contained in this Agreement, and the covenants and agreements of each of the parties contained in this Agreement that are required by their respective terms to be performed or complied with at or prior to Closing, will survive for a period ending on the earliest of: (x) the 14-month anniversary of the Closing Date; (y) 60 days following delivery by the Buyer’s accounting firm of the audited financial statements of the Buyer for calendar year December 31, 2011; and (z) an Initial Public Offering (the “Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of the representations and warranties set forth in Sections 5.1 (Existence and Good Standing), 5.2 (Power), 5.3 (Validity and Enforceability), 5.4 (Capitalization), 5.11(j) (Distributions), 5.25 (Brokers), 5A.1 (Existence and Good Standing), 5A.2 (Validity and Enforceability), 5A.3 (Title), 5A.7 (Brokers), 5A.8 (Activities of the Company),
6.1 (Existence and Good Standing), 6.2 (Power), 6.3 (Validity and Enforceability), 6.4 (Capitalization), 6.11(j) (Distributions), 6.25 (Brokers) and 6.28 (No Claims) (collectively, the “Excluded Representations”) shall be the three (3) year anniversary of the Closing Date; and (ii) any Liability Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 11.2 on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. All of the covenants and agreements of each of the parties contained in this Agreement that by their terms are required to be performed after the Closing Date will survive after the Closing Date in accordance with their respective terms.
(b) Notwithstanding anything to the contrary contained herein: (i) no Indemnifying Party will have any liability to any one or more of the Indemnified Parties pursuant to Section 11.1(a), 11.1(b), or 11.1(c), as applicable (other than (x) as a result of any breach of any of the Excluded Representations (except the representations and warranties contained in Section 5.11(j) (Distributions) and 6.11(j) (Distributions), for which clause (iii) below will apply) or any breach of the covenants or agreements contained in Section 7.1(a) or (b) or this Article 11, (y) in respect of Transfer Taxes (in each of clauses (x) and (y), for which neither the Basket Amount limitation nor the Tax Basket Amount limitation will apply)...
Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price.
(b) The representations and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price.
(c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.
Survivability; Limitations. (a) The representations and warranties of RCP and the other Sellers contained in this Agreement will survive the Closing and/or termination of this Agreement and continue in full force and effect until 60 days following the expiration of the applicable statute of limitations (the “Seller Expiration Date”); provided, however, that any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 9.1(b)(iii) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved.
(b) The representations and warranties of the Buyer contained in this Agreement will survive the Closing and/or termination of this Agreement and continue in full force and effect until 60 days following the expiration of the applicable statute of limitations (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 9.1(b)(iii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved.
(c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect indefinitely.
Survivability; Limitations. (a) The representations and warranties of Seller and Purchaser or their respective Affiliates contained in this Agreement and the Other Agreements shall survive the Closing, and except as set forth in the next two sentences, shall terminate at the close of business on the eighteen-month anniversary of the Closing Date (the "Expiration Date"), after which date the representations and warranties shall be extinguished in all respects; provided, however, that any claim pending on the Expiration Date for which notice has been given in accordance with Section 7.03(a) or Section 7.03(b), as the case may be, on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. Notwithstanding the foregoing, the representations and warranties of Seller or Purchaser, as the case may be, set forth in: (i) Sections 3.01(a), 3.01(b), 3.01(c), 3.01(d); the first sentence of Section 3.02(b); the second sentence of Section 3.02(e); and Sections 3.03(a), 3.03(b), 3.03(c) and 3.03(d) (collectively, the "Excluded Representations") shall survive indefinitely; (ii) Sections 3.02(k), 3.02(p) and 3.03(v) the date that is thirty (30) days after the expiration of the applicable statute of limitations. Notwithstanding the foregoing, Seller's representations and warranties set forth (y) in Section 3.02(s) shall survive the Closing Date through the life of the patents set forth on Schedule 3.02(s), including any extensions, and (z) in Section 3.02(w) shall survive the Closing Date through expiration of any applicable statute of limitations.
(b) Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Purchaser shall have any liability under Section7.01 or Section 7.02 for any Losses until such Losses exceed Five Thousand Dollars ($5,000)(an "Eligible Loss"); provided, however, that this Eligible Loss threshold shall not apply to Losses arising out of or resulting from the Excluded Liabilities, Excluded Assets or the Assumed Liabilities.
(c) Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor Seller shall have any liability under Section 7.01(a) or Section 7.02(a), excluding Losses arising out of Excluded Liabilities, Excluded Assets and Assumed Liabilities, and excluding Losses arising out of matters covered by the third sentence of Section 3.02(r), as the case may be, for Eligible Losses, (i) until the aggregate amount of all Eligible Losses sustained by Seller or Purchase...
Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement will survive the Closing and continue in full force and effect until 60 days following the expiration of the applicable statute of limitations.
(b) The representations and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until 60 days following the expiration of the applicable statute of limitations.
(c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect indefinitely.
Survivability; Limitations. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement will survive for a period ending on the 18-month anniversary of the Closing Date (the “Expiration Date”); provided, however, that any Liability Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.2 on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. All of the covenants and agreements of the Seller and the Buyer contained in this Agreement will survive after the Closing Date in accordance with their terms.
(b) Notwithstanding anything to the contrary contained in this Article 10, the Seller will not have any liability pursuant to Section 10.1(a) (other than a breach of the covenant set forth in Section 9.12) until the aggregate amount of all such Losses sustained by the Buyer exceeds $75,000, in which case the Seller will be liable for all such Losses in excess of such amount.
(c) All indemnity payments are to be treated as adjustments to the Purchase Price for all income Tax purposes except to the extent otherwise required by Law.
Survivability; Limitations. (a) The representations and warranties of the Seller and the Buyer contained in this Agreement or in any Ancillary Agreement, and any liability claim related thereto, will only survive for a period ending on the first anniversary of the Closing Date (the “Expiration Date”). All of the covenants and agreements of the Seller and the Buyer contained in this Agreement that are to be performed prior to or at the Closing will only survive for a period ending on the first anniversary of the Closing Date. All of the covenants and agreements of the Seller and the Buyer contained in this Agreement or in any Ancillary Agreement that are to be performed after the Closing will only survive in accordance with their terms. For the avoidance of doubt, no Indemnifying Party shall be liable for a claim asserted against it after the applicable Expiration Date.
(b) All indemnity payments shall be treated as adjustments to the Purchase Price for all income Tax purposes except to the extent required by Law.
(c) Seller’s aggregate liability pursuant to Section 9.1(a) of this Agreement shall not exceed $250,000 (the “Cap”).
(d) The Seller shall not have any liability under Section 9.1(a)(i) hereof unless the aggregate amount of Losses incurred by the Seller Indemnitees and indemnifiable hereunder exceeds $25,000 (the “Deductible”) and, in such event, the Seller shall only be required to pay the amount of Losses in excess of such Deductible (subject to the other limitations in this Article 9).
(e) If any Losses sustained by a Buyer Indemnitee are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Buyer Indemnitee), the Buyer Indemnitee shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. The amount of any Losses subject to indemnification under Section 9.1(a) shall be reduced by the amounts actually recovered (net of any costs of recovery) by any Buyer Indemnitee under applicable insurance policies or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Buyer Indemnitee) with respect to claims related to such Losses and if any Buyer Indemnitee receives such insurance proceeds or indemnity, contribution or similar payments after the settlement of any indemnification claim under Section 9.1(a), such Buyer Indemnitee shall refund to the Seller the amount of such insurance p...
Survivability; Limitations. (a) The representations and warranties of the Shareholders and the Parent contained in this Agreement or in any Ancillary Agreement will survive for a period ending on March 31, 2005 (the "Expiration Date"); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Sections 4.12 (Labor Matters), 4.13 (Employee Benefit Plans), 4.14 (Environmental) and 4.24 (Taxes) will be the expiration of the applicable statute of limitations as extended; (ii) there will be no Expiration Date for any Liability Claim relating to claims based on fraud or a breach of or inaccuracy in the representations and warranties set forth in Sections 4.1 (Existence and Good Standing),
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Survivability; Limitations. Notwithstanding any other provisions of this Agreement to the contrary, the representations and warranties of Shareholder shall expire, and no action may be commenced with respect thereto, one year after the Closing Date. No claim may be maintained with respect to the representations and warranties of this Section 4 except to the extent SAN or Citadel shall have incurred actual out of pocket damages in excess of $5,000 per claim and $25,000 in aggregate.
