Common use of Survival and Limitations Clause in Contracts

Survival and Limitations. Except as otherwise provided herein, the warranties and representations of the parties contained in this Agreement or in any instrument delivered pursuant hereto, as deemed to have been given as of the Effective Date or the Closing Date, as the case may be, pursuant to Section 8.1(b), will survive the Closing Date and will remain in full force and effect thereafter for a period of two years from the Closing Date; provided that the representations and warranties contained in (i) Sections 4.8 and 4.18 shall survive the Closing Date indefinitely and (ii) Sections 4.3, 4.10, 4.11, 4.16 and 4.21 which shall survive the Closing Date until 90 days following the expiration of any statute of limitations (or extensions thereof) applicable to the matters described therein; and provided further that in the event notice of any claim for indemnification is given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim shall survive until such time as such claim is finally resolved. Anything to the contrary contained herein notwithstanding, (a) neither party shall assert any claim against the other for indemnification (not including indemnification for Taxes) hereunder with respect to any inaccuracy or breach of such warranties or representations unless and until the amount of such claim or claims, including any claims deemed made pursuant to Section 12.8, shall exceed $750,000 calculated on a cumulative basis and not a per item basis, and then only in respect to the excess over said $750,000; and (b) neither party shall be entitled to recover from the other more than 50% of the sum of (I) the Purchase Price hereunder and (II) the Purchase Price under the Facility Sale Agreement with respect to all claims for indemnity with respect to any inaccuracy or breach of such warranties or representations.

Survival and Limitations. Except as otherwise provided herein, The provisions of this Article 14 shall survive the Closing. The warranties and representations of the parties Seller contained in this Agreement or in any instrument delivered pursuant hereto, as deemed to have been given as of the Effective Date or the Closing Date, as the case may be, pursuant to Section 8.1(b), hereto will survive the Closing Date and will remain in full force and effect thereafter for a period of two years from one year after the Closing Date; provided that the representations and warranties contained in (i) Sections 4.8 and 4.18 shall survive the Closing Date indefinitely and (ii) Sections 4.3be effective with respect to any inaccuracy therein or breach thereof, 4.10, 4.11, 4.16 and 4.21 notice of which shall survive the Closing Date until 90 days following the expiration of any statute of limitations (or extensions thereof) applicable to the matters described therein; and provided further that in the event notice of any claim for indemnification is have been duly given within the applicable survival such one year period, the representations and warranties that are the subject of such indemnification claim shall survive until such time as such claim is finally resolvedin accordance with Section 14.3 hereof. Anything to the contrary contained herein notwithstanding, (ai) neither party Purchaser shall not assert any claim against the other Seller for indemnification (not including indemnification for Taxes) hereunder with respect to any inaccuracy or breach of such warranties or representations unless and until the amount of such claim or claims, including any claims deemed made pursuant to Section 12.8, shall exceed Two Hundred Thousand Dollars ($750,000 200,000) calculated on a cumulative basis and not a per item basis, and then only in respect to the excess over said $750,000; and (bii) neither party Purchaser shall not be entitled to recover from the other Seller more than 50% an aggregate of an amount equal to twenty-five percent (25%) of the sum of (I) the total Purchase Price hereunder and (II) the Purchase Price under the Facility Sale Agreement with respect to all claims for indemnity or damages whether such claims are brought under this Article 14 or otherwise. The terms of the foregoing sentence shall not apply to Seller's obligation to provide indemnification to Purchaser with respect to the matters set forth in Section 3.2 (Non-Assumed Liabilities), Article 6 (Employees and Employee Benefits), Section 4.5 (Title), Section 4.6 (Taxes), Section 4.10 (Environmental), and Section 4.11 (Employees and Benefit Plans) and any inaccuracy matter to be performed by Sellers subsequent to the applicable Closing pursuant to this Agreement or breach of such warranties or representationsany document delivered by Sellers pursuant to Section 12.