Survival; Limitation of Liability. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby; provided, however, that in the event a Purchaser receives written notice of a breach of any representation, warranty, covenant or agreement made herein by the Company, such Purchaser shall have two (2) years after the date of such notice to bring a claim against the Company in connection with such breach; provided further, however, that in the event that such Purchaser obtains knowledge of any breach of any representation, warranty, covenant or agreement made herein by the Company after the Closing, such Purchaser shall promptly provide notice to the Company of such breach. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument. The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchasers, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of their representatives.
Survival; Limitation of Liability. The representations and warranties set forth in Section 6(a) and Section 6(c) shall not be deemed to be merged into or waived by the instruments of Closing, but shall survive the Closing Date for a period of six (6) months. Neither party shall have any liability after Closing for the breach of a representation or warranty hereunder of which the other party hereto had knowledge as of Closing. Notwithstanding any provision of this Agreement to the contrary, from and after the Closing the maximum aggregate liability of Seller to Purchaser for any breach or breaches of the representations and warranties set forth in Section 6(a) will be limited to an amount equal to one percent (1%) of the Purchase Price. This Section 6(d) shall survive the Closing.
Survival; Limitation of Liability. Unless otherwise expressly stated in this Agreement, each of the covenants, obligations, representations, and agreements contained in this Agreement shall survive the Closing and the execution and delivery of the Closing documents required hereunder only for a period of 9 months immediately following the Closing Date, except in the event Buyer provides Seller with written notice of any claims prior to the end of such 9-month period, and commences an action with regard thereto within 60 days following the expiration of said 9-month period, in which event Seller’s liability hereunder shall continue with respect to such claims until such time as (i) such claim(s) have been adjudicated by a court of competent jurisdiction resulting in a final, non-appealable judgment (or, alternatively, the party entitled to appeal any judgment has waived the right to do so in writing), or (ii) such claims have been settled pursuant to a written settlement agreement between Seller and Buyer; provided, however the indemnification provisions of Sections 2.2, 6.3 and 6.5 and the provisions of Section 6.1(e) shall survive the termination of this Agreement or the Closing, whichever occurs, and shall not be merged, until the applicable statute of limitations with respect to any claim, cause of action, suit or other action relating thereto shall have fully and finally expired. Any claim based upon a misrepresentation or a breach of a warranty contained in Article 7 of this Agreement shall be actionable or enforceable if and only if: (i) notice of such claim is given to the party which allegedly made such misrepresentation or breached such covenant, obligation, warranty or agreement within 9 months after the Closing Date; (ii) the aggregate amount of damages or losses as a result of all such claims suffered or sustained by the party making such claim is estimated to exceed $30,000; provided, however, if such claims equal or exceed $30,000, Buyer shall have the right to prosecute claims in the full amount thereof, and provided further that the aggregate liability of Seller for any and all such breaches or misrepresentation shall be limited to an amount equal to 3% of the Purchase Price exclusive of fees, costs, charges and expenses due pursuant to Section 10.10 herein below.
Survival; Limitation of Liability. The Shareholder's representations ---------------------------------- and warranties in Section 3 shall survive the execution and delivery of this Agreement and the closing of the sale and repurchase of the Common Shares contemplated hereby, and shall terminate on the first anniversary of the Closing Date. Notwithstanding anything to the contrary herein, the liability of the Shareholder for any breach of his representations and warranties shall not exceed the Repurchase Price.
Survival; Limitation of Liability. Each party’s indemnification obligations to the other party shall survive the expiration or earlier termination of the Applicable Services Agreement. Notwithstanding anything in this Section 7.3 or the Applicable Services Agreement to the contrary, Service Provider’s liability to CORONADO pursuant to Section 7 shall not, under any circumstance, exceed an amount equal to the total of all payments actually paid by CORONADO to Service Provider for Services provided by Service Provider pursuant to any Statement of Work (the maximum amount shall exclude all reimbursable amounts described in Section 4.4 as set forth in Appendix C to the Agreement). Further, in no event shall either party be liable to the other for any special damages of any nature whatsoever, including, but not limited to, liability for special, indirect, punitive, exemplary or consequential damages (including damages relating to lost profits, lost business or lost savings), even if a party has been advised of the possibility of and/or incurred such damages.
Survival; Limitation of Liability. (a) Except as otherwise set forth in this Agreement, the representations and warranties contained in this Agreement (other than those in Section 4.6 and Section 4.10), and the covenants and obligations of the Parties under this Agreement to be performed prior to the Closing, shall survive the Closing for a period of three hundred sixty-five (365) days. Except as otherwise set forth in this Agreement, (i) the representations and warranties contained in Section 4.10 shall survive the Closing for a period of sixty (60) days, (ii) the representations and warranties contained in Section 4.6 and the other covenants and obligations of the Parties under this Agreement shall survive the Closing without any time limitation, and any claim with respect to the breach thereof may be made at any time and (iii) the representation and warranty contained in Section 4.7(d) shall terminate as of Closing. Representations, warranties, covenants and obligations hereunder shall be of no further force or effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or obligation prior to its expiration date. The indemnity obligations set forth in Sections 11.4(b)(ii) and 11.4(c)(i) shall terminate as of the date of each respective representation, warranty, covenant or obligation that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Party on or before such termination date.
Survival; Limitation of Liability. All representations and warranties of Seller contained in this Agreement shall survive the Closing, provided that Buyer must give Seller written notice of any claim it may have against Seller for a breach of any such representation or warranty, or for breach of any covenants of Seller contained in this Agreement, within two hundred seventy (270) days of the Closing Date. Any claim which Buyer may have at any time, whether known or unknown, which is not asserted within such two hundred seventy (270) day period shall not be valid or effective, and Seller shall have no liability with respect thereto. Without limiting the foregoing, Buyer may not bring any action against Seller for a breach of any representation, warranty, indemnity or covenant of Seller contained in this Agreement or in any agreement delivered by Seller to Buyer at Closing unless and until the aggregate amount of all liability and losses arising out of any such breach exceeds $25,000, it being Seller’s desire to curtail any frivolous lawsuits. In addition, in no event will Seller’s liability for all such breaches exceed, in the aggregate, five percent (5%) of the Purchase Price. The provisions of this Section 5.3 shall survive the Closing.
Survival; Limitation of Liability. Unless otherwise expressly stated in this Agreement, each of the covenants, obligations, representations, and agreements contained in this Agreement shall survive the Closing and the execution and delivery of the Closing documents required hereunder only for a period of 6 months immediately following the Closing Date; provided, however the indemnification provisions of Sections 2.2, 6.3 and 6.5 and the provisions of Section 6.1(e) shall survive the termination of this Agreement or the Closing, whichever occurs, and shall not be merged, until the applicable statute of limitations with respect to any claim, cause of action, suit or other action relating thereto shall have fully and finally expired. Any claim based upon a misrepresentation or a breach of a warranty contained in Article 7 of this Agreement shall be actionable or enforceable if and only if: (i) notice of such claim is given to the party which allegedly made such misrepresentation or breached such covenant, obligation, warranty or agreement within 6 months after the Closing Date; and (ii) the amount of damages or losses as a result of such claim, along with any others of the claimant, suffered or sustained by the party making such claim exceeds $50,000.00, in which event the liability of the applicable party shall be for the entire amount of such damages or losses (and not merely for the portion of such damages or losses in excess of $50,000.00); and provided further that the aggregate liability of Seller for any and all such breaches or misrepresentation shall be limited to an amount equal to $1,000,000.00.
Survival; Limitation of Liability. (a) The representations and warranties of Seller contained in this Agreement shall survive the Closing for nine (9) months following the Closing Date (the “Limitation Period”). Each such representation and warranty shall automatically be null and void and of no further force and effect following the expiration of the Limitation Period unless, prior to such expiration, Buyer shall have provided Seller with a written notice alleging that Seller is in breach of such representation or warranty and specifying in reasonable detail the nature of such breach. Buyer shall allow Seller thirty (30) days after its notice within which to cure such breach or if such breach cannot be cured within such thirty (30) day period, and Seller notifies Buyer it wishes to extend its cure period (the “Cure Extension Notice”), such additional reasonable period of time not to exceed an additional sixty (60) days as is required to cure the same so long as such cure has been commenced within such initial thirty (30) day period and is being diligently pursued to completion. If, following the Closing, Seller fails to cure such breach after written notice thereof, Buyer’s sole remedy (subject to Section 5.5(d)) shall be to commence a legal proceeding against Seller alleging that Seller has breached such representation or warranty and that Buyer has suffered actual damages as a result thereof (a “Proceeding”), which Proceeding must be commenced, if at all, within sixty (60) days after the expiration of the Limitation Period; provided, however, that if Buyer gives Seller written notice of such a breach within the Limitation Period, and Seller subsequently sends a Cure Extension Notice, then Buyer shall have until the earlier of (i) the date which is thirty (30) days after the date Seller notifies Buyer it has ceased endeavoring to cure such breach or (ii) the last day on which Seller would be entitled to cure such breach under this Section 5.5, to commence such Proceeding. If Buyer shall have timely commenced a Proceeding and a court of competent jurisdiction shall, pursuant to a final, non-appealable order in connection with such Proceeding, determine that (1) Seller was in breach of the applicable representation or warranty as of the Closing Date, and (2) Buyer suffered actual damages (the “Damages”) by reason of such breach, and (3) Buyer did not have actual knowledge of such breach on or prior to the Closing Date and is not deemed to have knowledge of such breach as described in clause...
Survival; Limitation of Liability. 7.3.1 All representations and warranties made by any Party in this Agreement and any certificate delivered pursuant to this Agreement shall survive the Closing, irrespective of any facts known to any Parent Indemnified Party at or prior to the Closing or any investigation at any time made by or on behalf of any Parent Indemnified Party (except to the extent set forth on the Company Disclosure Schedule), and remain in full force and effect until the fifteen-month anniversary of the Closing Date (the “Representation Termination Date”); provided, however, that (i) the representations and warranties set forth in Section 3.2 (Company Capitalization) will survive indefinitely and (ii) if at any time prior to the Representation Termination Date, Parent delivers to the Shareholder Representative a notice in accordance with Section 7.4 stating the existence of a breach of any of the representations and warranties made by the Company, or a breach of a covenant made by the Company and asserting a claim for recovery under this Article 7 based on such breach, then the claim asserted in such notice shall survive the Representation Termination Date until such time as such claim is fully and finally resolved. All obligations of the Parties under the covenants contained herein shall survive (y) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled to such performance or (z) if not fully performed or fulfilled, until the expiration of the applicable statute of limitations.
