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 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
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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 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

Related to SURVIVAL; BASKET AND CAP

  • Buyer’s Indemnification Buyer agrees to defend, indemnify and hold harmless Seller from and against:

  • Buyer’s Indemnity Buyer shall indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees), due to Buyers operation of the Property from and after Closing. The indemnification obligations of Buyer shall be repeated at and shall survive the Closing.

  • 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.

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • 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 Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

  • Seller’s Indemnity Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.

  • 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.

  • Survival; Limitations (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and provided further that the representations and warranties contained in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof).

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