Survival Limitation. All of the representations and warranties in this Agreement, the Disclosure Schedule, any ARCap Closing Certificate or any CharterMac Closing Certificate, and all covenants, agreements and obligations relating to taxes, shall survive the Closing and shall expire, and thereafter no longer be of legal force and effect, at the earlier of (a) 11:59 p.m. EDT on October 15, 2007 and (b) the date upon which the latest income Tax Return including any part of fiscal year 2006 is filed by, or caused to be filed by CharterMac with respect to, ARCap, the Fund Entities or any of their respective Subsidiaries (the "Survival Period"); provided, however, that all such representations, warranties, covenants, agreements and obligations regarding Taxes of ARCap, the Fund Entities or any of their respective Subsidiaries with respect to matters arising from or related to ARCap CMBS Fund REIT, Inc. shall survive until (i) with respect to the 2003 Taxable year, April 15, 2007, unless the Statute of Limitations with respect to ARCap CMBS Fund REIT, Inc. is extended by agreement with a Taxing Authority prior to such date, and (ii) with respect to the 2004 Taxable year, April 15, 2008, unless the Statute of Limitations with respect to ARCap CMBS Fund REIT, Inc. is extended by agreement with a Taxing Authority prior to such date, and in the case of such an extension of the Statute of Limitations with respect to either 2003 or 2004, such Survival Period shall extend until the closing of such taxable year by final resolution with all Taxing Authorities with respect to such entity; and, provided further, that if, at any time prior to such expiration of the representations and warranties, any indemnified party delivers to any indemnifying party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any indemnifying party (and setting forth in reasonable detail the basis for such indemnified party's belief that such an inaccuracy or breach may exist) and asserting a Claim for recovery under Sections 11.2 or 11.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the Claim asserted in such notice shall continue to survive (solely with respect to the alleged inaccuracy or breach and to no other fact, event, occurrence, circumstance or condition) until such time as such Claim is fully and finally resolved. All of the covenants, agreements and obligations (other than those related to...
Survival Limitation. All of the representations and warranties contained in this Agreement shall survive the Closing until the second anniversary of the Closing; provided, however, that the representations and warranties contained in Sections 3.1(a) (No Conflict; Government Authorizations), 3.3 (Authority; Binding Effect), 3.4 (Capitalization; Ownership) and 3.6 (Finder’s Fee) shall survive indefinitely; and further provided, that if, at any time prior to such expiration of the representations and warranties, any indemnified Party delivers to any indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any indemnifying Party and asserting a Claim for recovery under Sections 6.2 or 6.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the Claim asserted in such notice shall continue to survive (solely with respect to the alleged inaccuracy or breach and to no other fact, event, occurrence, circumstance or condition) until such time as such Claim is fully and finally resolved. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive the Closing and the transactions contemplated hereby.
Survival Limitation. (a) All representations and warranties made by each party in this Agreement and in the disclosure schedules attached hereto and the other documents contemplated hereby shall survive the Closing Date for a period of one year; except for:
(i) the representations and warranties in Section 3.20 (Taxes) and Section 3.23 (Employee Benefit Plans), which shall survive until the expiration of the applicable statute of limitations;
(ii) the representations and warranties in Section 3.21 (Intellectual Property), which shall survive the Closing Date for a period of four years; and
(iii) the representations and warranties in Section 3.1 (Incorporation; Existence; Good Standing; Power and Authority; Qualification), Section 3.2 (Due Execution; Binding Obligation), Section 3.3 (Certificate of Incorporation, Bylaws and Minutes), Section 3.4 (Capitalization; Sellers’ Ownership of Shares) and Section 3.5 (No Conflict), which shall survive indefinitely.
(b) Any claims for indemnification for breach of any representations or warranties under this Agreement, the disclosure schedules and the other documents contemplated hereby must be asserted within the applicable survival period for such representation and warranty set forth in this Section 7.6. The covenants and agreements of each party hereto contained in this Agreement shall survive for the relevant statute of limitations period, unless a different period is expressly provided for herein. Any claim asserted in writing prior to the expiration of the applicable survival period shall survive (but only with respect to such claim) until such claim is resolved and payment in respect thereof, if any is owing, is made.
Survival Limitation. (a) Except as otherwise provided herein, all of the representations, warranties, covenants and obligations in this Agreement and the other Ancillary Agreements shall survive the Closing; provided, however, except as otherwise specified herein, the representations and warranties of the Seller in Article 5 and the representations and warranties of Purchaser in Article 6 shall only survive until the second (2nd) anniversary of the Closing Date and shall terminate and expire on such date.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the Fundamental Representations of the Seller shall not expire.
Survival Limitation. The obligations of the parties herein which are noted to survive the expiration or early termination of this Lease shall survive for a period of no more than four (4) years after the expiration or termination of this Lease.
Survival Limitation. All of the representations and warranties shall survive the Closing until the later of one year following the Closing Date and April 30, 2005, (a) except that the representations and warranties made in Sections 3.1.1, 3.1.2, 3.1.6(a)(i) and (ii), 3.1.7, 3.1.13, 3.1.16, 3.2.1, 3.2.2(a) and (b) and 3.
Survival Limitation. All representations and warranties set forth in Section 2 and Section 3 shall survive the execution and delivery of this Agreement and the consummation of the Contribution for a period equal to the statute of limitations applicable to breach of contract under Delaware law. All covenants contemplated herein shall survive the Contribution until fully performed or expressly waived. The maximum liability of any Contributor under this Agreement shall be an amount equal to the aggregate value of the limited partner interests in the Partnership received by such Contributor pursuant to this Agreement, by reference to the Initial Unit Price (as defined in the A&R Partnership Agreement) and the Class B Equity Value (as defined in the A&R Partnership Agreement). NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL ANY CONTRIBUTOR BE LIABLE FOR ANY PUNITIVE, EXEMPLARY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR LOSSES, LOSS OF FUTURE REVENUE OR INCOME, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, LOST PROFITS OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, EXCEPT, IN THE CASE OF PUNITIVE OR EXEMPLARY DAMAGES, TO THE EXTENT SUCH PUNITIVE OR EXEMPLARY DAMAGES ARE ACTUALLY PAID BY OR ON BEHALF OF AN INDEMNIFIED PARTY IN A THIRD PARTY CLAIM, OR, OTHER THAN IN THE CASE OF PUNITIVE OR EXEMPLARY DAMAGES, TO THE EXTENT SUCH NON-PUNITIVE AND NON-EXEMPLARY DAMAGES WERE DIRECT DAMAGES AND A REASONABLY FORESEEABLE CONSEQUENCE OF A BREACH OF THIS AGREEMENT.
Survival Limitation. All of the representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months following the Closing; provided, however, that (x) all the representations and warranties contained in Sections 3.8 and 4.7 (Taxes) and 3.14 and 4.13 (Employee Matters and Benefits Plans) shall survive the Closing until the date that is thirty (30) days after the expiration of the applicable statute of limitations period (taking into account any waiver, extension or tolling thereof), (y) the representations and warranties contained in Sections 3.1(a)(i), 3.1(a)(ii), 4.1(a)(i) and 4.1(a)(ii) (No Conflict; Governmental Authorization), 3.3 and 4.3 (Authority; Binding Effect), 3.4 and 4.4 (Capitalization), 3.19 and 4.16 (Finders Fee) and 4.25(e) (Contracts; No Default) (collectively, the “Sellers’ Excluded Representations”) shall survive indefinitely and (z) the representations and warranties contained in Sections 5.1(a)(i) and 5.1(a)(ii) (No Conflict; Required Filings), 5.3 (Authority) and 5.5 (Finders Fee) shall survive indefinitely and the representations and warranties contained in Section 5.6 (Investment Intent) shall survive the Closing until the date that is six (6) months following the Closing (collectively, the “Purchaser’s Excluded Representations”); and further provided, that if, at any time prior to such expiration of the representations and warranties, any indemnified Party delivers to any indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any indemnifying Party and asserting a Claim for recovery under Section 8.2 or 8.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the Claim asserted in such notice shall continue to survive (solely with respect to the alleged inaccuracy or breach and to no other fact, event, occurrence, circumstance or condition) until such time as such Claim is fully and finally resolved. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive the Closing.
Survival Limitation. Notwithstanding the termination of CFO’s employment hereunder for cause or by voluntary termination of employment by CFO, the obligations of CFO under Paragraphs 7, 8, and 9, shall survive and remain in full force and effect, and Employer shall be entitled to equitable relief against the CFO pursuant to the provisions of Paragraph 10. The liability of Employer, if any, for any wrongful termination of CFO’s employment hereunder shall not exceed the amount that would otherwise have been payable to the CFO for the term then remaining under the Agreement or the salary continuation and other severance benefits described herein, whichever is greater. March 9, 2005 HIGHLY CONFIDENTIAL
Survival Limitation. The Indemnified Parties' rights to indemnification under Section 7.1 shall be available only if the Indemnified Party entitled to indemnification pursuant thereto delivers written notice to Seller setting forth in reasonable detail the factual basis for indemnification and the amount thereof or a good faith estimate thereof sought to be indemnified prior to the expiration of the one (1) year period following the Closing Date.
