SURVIVAL; BASKET AND CAP Sample Clauses

SURVIVAL; BASKET AND CAP. Except as otherwise expressly provided in this Agreement, and except with respect to the matters described in Article XIX, the representations and warranties made by Seller and Purchaser in this Agreement shall survive the closing solely with respect to those matters for which a notice of an alleged breach, default or claim is given by Purchaser or Seller to the other party within a period of six (6) months after the Closing Date (the "Survival Period"). No claim for a breach of any representation or warranty of Seller or Purchaser shall be actionable or payable (a) unless and until the valid claims for all such breaches collectively aggregate more than Ten Thousand and No/100 Dollars ($10,000), and (b) unless written notice containing a description of the specific nature of such breach shall have been given to the other party and an action shall have been commenced prior to the expiration of the Survival Period. In no event shall the total aggregate liability of Seller to Purchaser for all breaches of representations and warranties of Seller in this Agreement or in any document delivered by Seller to Purchaser at the closing exceed the amount of Four Hundred Eighty Four Thousand and No/100 Dollars ($484,000). Seller covenants to maintain a post-closing net worth until the end of the Survival Period of not less than Four Hundred Eighty Four Thousand and No/100 Dollars ($484,000) or, alternatively, to provide a guaranty of such net worth of Seller until the end of the Survival Period from ORIX Real Estate Equities, Inc., a Delaware corporation, in form and substance reasonably acceptable to Purchaser.
Sample 1
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SURVIVAL; BASKET AND CAP. Except as otherwise expressly provided in this Agreement, and except with respect to the matters described in Article XIX, the representations and warranties made by Seller and Purchaser in this Agreement shall survive the Initial Closing solely with respect to those matters for which a notice of an alleged breach, default or claim is given by Purchaser or Seller to the other party within a period of six (6) months after the Closing Date (the "Initial Survival Period") and the representations and warranties made by Seller and Purchaser in any document executed in connection with any Earnout Closing shall survive such Earnout Closing solely with respect to those matters for which notice of an alleged breach, default or claim is given by Purchaser or Seller to the other party within a period of six (6) months after the applicable Earnout Closing (each an "Earnout Closing Survival Period," and collectively with the Initial Survival Period, the "Survival Period"). No claim for a breach of any representation or warranty of Seller or Purchaser shall be actionable or payable (a) unless and until the valid claims for all such breaches (including the Initial Closing and any and all Earnout Closings) collectively aggregate more than Ten Thousand and No/100 Dollars ($10,000), and (b) unless written notice containing a description of the specific nature of such breach shall have been given to the other party and an action shall have been commenced prior to the expiration of the applicable Survival Period. In no event shall the total aggregate liability of Seller to Purchaser for all breaches of representations and warranties of Seller in this Agreement or in any document delivered by Seller to Purchaser at the Initial Closing exceed the amount of Five Hundred Twelve Thousand Three Hundred Sixty-Seven and No/100 Dollars ($512,367). In no event shall the total aggregate liability of Seller to Purchaser for all breaches of representations and warranties of Seller in any document executed in connection with all Earnout Closings in the aggregate exceed the amount of One Hundred Twenty-Seven Thousand Six Hundred Thirty-Three and No/100 Dollars ($127,633). Seller covenants to maintain a post-closing net worth until the end of the Initial Survival Period of not less than Five Hundred Twelve Thousand Three Hundred Sixty-Seven and No/100 Dollars ($512,367) and until the end of any Earnout Survival Period of not less than One Hundred Twenty-Seven Thousand Six Hundred Thirty-Thre...
Sample 1

Related to SURVIVAL; BASKET AND CAP

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Buyer’s Indemnity THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8, (II) FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES, AND (III) ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

  • Lender Statements; Survival of Indemnity To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Survival of Indemnity The indemnification provided by this Agreement shall be a continuing right to indemnification and shall survive the registration and sale of any Registerable Securities by any person entitled to indemnification hereunder and the expiration or termination of this Agreement.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Seller’s Indemnity Seller hereby agrees to indemnify, defend and hold harmless Buyer, and its partners, members, officers, shareholders, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of investigation, reasonable attorneys' fees and other legal expenses), resulting from third party claims (based upon the allegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect to, or are based upon: (i) Seller's breach of any representation or warranty set forth in this Agreement; (ii) Seller's default in the performance of any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to satisfy and discharge any and all obligations of Seller under the Ground Lease, the Loan Documents or any Contracts to which Seller is bound which obligations relate to any time period prior to the Closing; (iv) Seller's failure to fully satisfy and discharge any and all obligations of Seller regarding any current or former employees of Seller including, without limitation, any obligations of Seller for the payment of wages, salaries, benefits and other compensation; (v) Any obligations, liabilities or charges of Seller not expressly assumed by Buyer; or (vi) The operation and management of the Property (including any liabilities incurred with respect thereto) at any time on or prior to the Closing Date.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

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