SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE Sample Clauses

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE. The representations and warranties of the parties contained in this Agreement shall survive the Closing Date and shall remain in full force and effect thereafter until December 31, 2001 (except that the representations and warranties contained in Sections 3.3, 3.4, and 3.16 shall survive until the expiration of the applicable statutes of limitations and the representations and warranties contained in Section 3.18 shall survive until December 31, 2003), and shall be effective with respect to any breach thereof, notice of which shall have been duly given within such periods in accordance with Section 7.4 hereof, after which periods they shall terminate and be of no further force or effect. Anything to the contrary contained herein notwithstanding, Buyer shall not be entitled to any recovery from Mestek for the breach of any representation or warranty or any covenant contained in Sections 5.1 through 5.5, until the amount of damages suffered by Buyer, or to which Buyer becomes subject, calculated on a cumulative basis and not a per item basis (the "Basket Amount"), shall exceed $375,000, at which time all claims in excess of the Basket Amount may be claimed, but in no event shall Mestek be liable to Buyer, in an aggregate amount in excess of $20,000,000 (the "Cap Amount") for such claims. Notwithstanding the foregoing, the Basket Amount for claims under Sections 5.9 and 8.9 shall be ten thousand dollars ($10,000). For purposes of determining whether a Basket Amount has been met and for calculating Buyer's damages, the representations and warranties of Mestek shall be interpreted as if the word "material" was not included. The Basket Amount and Cap Amount shall not be applicable to claims arising from any willful misconduct or fraud by Mestek.
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SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE. (a) Except as otherwise provided in this Section 10.3, the several representations and warranties of the parties contained in the Seller Agreements, as to the Seller, and in the Purchaser Agreements, as to the Purchaser, and an indemnified Person's right to make a claim for indemnification in accordance with this Article 10 respecting the inaccuracy or breach of any such representations or warranties shall survive the Closing Date and shall remain in full force and effect thereafter for a period of twenty (20) months after the Closing Date and shall be effective with respect to any inaccuracy therein or breach thereof, notice of which shall have been duly given within such twenty (20) month period in accordance with Section 10.4 hereof after which twenty (20) month period they shall terminate and be of no further force or effect. Notwithstanding the foregoing, Purchaser's Indemnified Person may give notice of, make a claim relating to, and shall be indemnified in connection with: (i) the breach of the representations and warranties contained in Sections 4.5 (but only to the extent applicable to ERISA Liabilities) and 4.6, at any time prior to sixty (60) days after the expiration of the applicable statute of limitations; (ii) the breach of the representations and warranties contained in Section 4.14 or any representations and warranties otherwise relating to the matters described in Sections 4.14 at any time prior to sixty (60) months after the Closing Date, and (iii) any breach of the representations and warranties contained in Section 4.12 and Section 4.13(a) (but excluding the last sentence of Section 4.13(a)) at any time. Notwithstanding anything contained in this Section 10.3 to the contrary, the covenants of the parties contained in this Agreement and in all of the other Seller Agreements and Purchaser Agreements shall survive the Closing Date in accordance with their respective terms. (b) Anything to the contrary contained herein notwithstanding, no Indemnified Person shall be entitled to any indemnification for Losses under Section 10.1(a) or for Losses under Section 10.2(a), as the case may be, unless and until the cumulative amount of all such respective Losses exceeds $250,000 (the "Basket Amount"), and then only with respect to the excess over the Basket Amount; provided however that the Basket Amount shall not apply to any claim for indemnification that arises out of or relates to the representations and warranties contained in Sections 4.6, 4....
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Related to SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive for a period of twelve (12) months after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

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