SURVIVAL; LIMITATIONS ON AMOUNT Sample Clauses

SURVIVAL; LIMITATIONS ON AMOUNT. All of the representations and warranties of the parties contained in this Agreement shall survive until the fifth anniversary of the Closing (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing except as disclosed on the Schedules). No party who is a Purchaser Indemnified Party shall make a claim for indemnification with respect to a claim based upon a breach of a representation or warranty until the aggregate amount of the Purchaser Losses attributable to claims for breach of representations or warranties is at least $50,000, at which time, all such amounts may be claimed. No party who is Seller Indemnified Party shall make a claim for indemnification with respect to a claim based upon a breach of a representation or warranty until the aggregate amount of the Seller Losses attributable to claims for breach of representations or warranties is at least $50,000 at which time, all such amounts may be claimed. However, neither the Sellers and the Seller Shareholders on the one hand, nor Purchaser or DPS on the other hand, shall be required to pay in the aggregate more than $25,000,000 to satisfy claims made pursuant to this Article 6 for claims based upon breaches of the representations and warranties.
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Related to SURVIVAL; LIMITATIONS ON AMOUNT

  • Limitations on Amount Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.

  • Limitations on Amounts A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure of the Issuing Bank (determined for these purposes without giving effect to the participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not exceed $25,000,000, (ii) the total Multicurrency Credit Exposures shall not exceed the aggregate Multicurrency Commitment and (iii) the total Covered Debt Amount shall not exceed the Borrowing Base then in effect.

  • LIMITATIONS ON AMOUNT--BUYER Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.4 until the total of all Damages with respect to such matters exceeds $50,000, and then only for the amount by which such Damages exceed $50,000. However, this Section 10.7 will not apply to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.

  • 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).

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Timing of and Additional Limitations on Reimbursements (i) Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within 45 days after the end of each quarter.

  • Limitations on Asset Sales (a) The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii))

  • Limitations on Additional Indemnity No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

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