Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive for a period of twelve (12) months following the Closing, except (i) the representations and warranties of the Company contained in Sections 2.1(a), 2.1(b), 2.1(c)(i), 2.1(d), 2.1(e), 2.1(i), 2.1(u) and 2.1(z) shall survive indefinitely, and (ii) the representations and warranties of each Purchaser contained in Sections 2.2(a), 2.2(b)(i) and 2.2(e) shall survive indefinitely. All of the covenants or other agreements of the parties contained in this Agreement shall survive indefinitely until fully performed or performance is no longer required; provided, however, that all covenants for which performance is required on or prior to Closing shall survive for a period of twelve (12) months following the Closing. All indemnification obligations of the Company and the Purchasers pursuant to this Agreement and the provisions of Article IV shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the parties, regardless of any purported general termination of the Agreement.
Survival; Limitations on Liability. (a) Subject to the provisions of Section 9.4(b) and Section 11.1 hereof, the covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Closing.
(b) The liabilities and obligations of the parties (and the Indemnifying Parties) under this Agreement shall be subject to the limitation that no Indemnifying Parties shall be responsible for any Losses until the cumulative aggregate amount thereof shall exceed Twenty-Five Thousand Dollars ($25,000.00) (the "Minimum Amount"), in which case such Indemnifying Parties shall then be liable for all Losses; provided, however, that any provision of this Agreement to the contrary notwithstanding, the dollar limitations set forth in this Section 9.4 shall not apply to any Claim relating to breach of Seller's obligations with respect to Taxes or WFC Taxes or any claim related to a breach of a representation or warranty where Seller, Shareholder or Purchaser had knowledge of such breach at Closing.
Survival; Limitations on Liability. (a) Subject to the provisions of Section 10.2(b), the covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Closing.
(b) The liabilities and obligations of the parties under this Agreement shall be subject to the following limitations:
(i) No party shall have liability or obligation with respect to any claim for a breach of a representation or warranty under this Agreement made after one (1) year from the Closing Date except for claims arising out of a breach of the representations as to tax liabilities under Section 3.4 hereof, with respect to which the Shareholders shall remain liable until ninety (90) days after the expiration of the applicable statute of limitations relating to such potential liabilities; and
(ii) No indemnifying party shall be liable to all or any of its indemnitees under this Agreement unless the aggregate amount of any Claims which are covered by the indemnifying party's obligations under this Section (the "Covered Claims") exceed $25,000 (the "Basket") (except as set forth in Section 3.15 herein) and in such event the indemnifying party shall only be liable for Covered Claims in excess of the Basket; and
(iii) An indemnifying party shall only be liable to its indemnitees under this Agreement for a maximum amount which, in the aggregate for all Covered Claims, shall not exceed $3,000,000 (the "Cap). With regard to the Shareholders, the Cap shall be applied to them as a whole.
(iv) The parties hereby agree that any amount required to be paid by the Shareholders hereunder in connection with any Covered Claims may be paid either in full or in part from the Merger Consideration received by the Shareholders. The Merger Consideration shall be valued at the fair market value of such shares as of the close of business on the last business day prior to when payment is required hereunder and any of such shares are to be tendered. Parent agrees that in the event that the fair market value for such Merger Consideration at the time of tender shall be less than the total amount owed by the Shareholders, the Shareholders may satisfy their entire obligation for all Covered Claims by tendering all of the Merger Consideration (net of any forfeitures) back to Parent.
(v) Xxxxx Xxxxxxx'x indemnity hereunder shall be limited to the amount of Merger Consideration received by Xxxxx Xxxxxxx hereunder.
Survival; Limitations on Liability. All the agreements, representations and warranties made by each party hereto in this Agreement shall survive the Closing.
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive for a period of twelve (12) months following the Closing, except the representations and warranties of Parent contained in Sections 2.1(b)(i), 2.1(c), 2.1(d) and 2.1(o) shall survive indefinitely. All of the covenants or other agreements of the parties contained in this Agreement shall survive indefinitely until fully performed or performance is no longer required; provided, however, that all covenants for which performance is required on or prior to Closing shall survive for a period of twelve (12) months following the Closing. All indemnification obligations of Parent and the Purchasers pursuant to this Agreement and the provisions of Article IV shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the parties, regardless of any purported general termination of the Agreement.
Survival; Limitations on Liability. 44 9.1 Indemnification.......................................... 44 9.2 Survival; Limitations on Liability....................... 45
Survival; Limitations on Liability. (a) Subject to the provisions of Section 9.2(b), the covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive the Closing.
(b) The liabilities and obligations of the parties under this Agreement shall be subject to the following limitations:
(i) No party shall have liability or obligation with respect to any claim for a breach of a representation or warranty under this Agreement made after two (2) years from the Closing Date except for claims arising out of a breach of the representations as to tax liabilities under Section 3.4 and as to liabilities under Environmental Laws under Section 3.6(e) hereof, with respect to which the Sellers shall remain liable until ninety (90) days after the expiration of the applicable statute of limitations relating to such potential liabilities; and
(ii) No indemnifying party shall be responsible for any Claims until the cumulative aggregate amount thereof shall exceed Ten Thousand ($10,000.00) U.S. Dollars (the "Minimum Amount") in which case such indemnifying party shall then be liable for all amounts in excess of the Minimum Amount.
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive until the first anniversary of the Closing, except (i) the representations and warranties contained in Sections 2.1(a), 2.1(b), 2.1(c)(i) and 2.1(e), which will survive indefinitely and (ii) the representations and warranties contained in Sections 2.2(a) and 2.2(b)(i), which will survive indefinitely. All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The Company shall not be liable hereunder to the Purchaser or any other Person for any punitive, exemplary, treble, special, indirect, incidental or consequential damages (including any loss of earnings or profits).
Survival; Limitations on Liability. (a) The representations and warranties contained in this Agreement shall survive the Effective Date solely for purposes of Section 6.1 and terminate on the Applicable Survival Date. No party hereto shall have any liability or obligation of any nature with respect to any representation or warranty after the termination thereof, unless the other party or parties hereto shall have delivered a notice to such party pursuant to Section 6.2, claiming such a liability or obligation under Section 6.1, prior to the Applicable Survival Date. “Applicable Survival Date” means (a) in the case of the representations and warranties contained in Section 4.1(a), Section 4.1(b), Section 4.1(c), Section 4.1(m), Section 4.1(o), Section 4.1(p), Section 4.1(q), Section 4.2(a), Section 4.2(b), Section 4.2(c) and Section 4.2(h), [***], and (b) in all other cases, [***].
Survival; Limitations on Liability. The representations and warranties of the parties contained in this Agreement shall survive until the first anniversary of the Closing, except (i) the representations and warranties contained in Sections 2.1(a), Section 2.1(b), Section 2.1(c)(i), 2.1(g), 2.1(i) and 2.1(k), which shall survive until the expiration of the applicable statute of limitations and (ii) the representations and warranties contained in Sections 2.2(a), 2.2(b)(i) and 2.2(d), which shall survive until the expiration of the applicable statute of limitations. All of the covenants or other agreements of the parties contained in this Agreement that must be performed (i) between the date hereof and Closing shall survive until the first anniversary of the Closing (ii) after Closing shall survive in accordance with their terms and until fully performed (which, for the avoidance of doubt, those covenants and agreements set forth in Section 5.15 shall survive indefinitely). Except as otherwise set forth in Section 5.15, the sole and exclusive remedy of any party to this Agreement shall be as set forth in Article 12 of the Acquisition Agreement and, except as set forth therein, no party shall have any liability for any Damages or any other matter arising out or relating to this Agreement or the Issuance, other than any liability resulting from actual (and not constructive) fraud.
