SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE. The -------------------------------------------------------- representations and warranties of the parties contained in this Agreement or in any document delivered pursuant hereto and the parties' right to indemnity in accordance with this Article 9 shall survive the Closing Date and shall remain in full force and effect thereafter for a period of twelve (12) 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 12 month period in accordance with Section 9.4 hereof, after which twelve (12) month period they shall terminate and be of no further force or effect. Except as provided in Section 9.5, anything to the contrary contained herein notwithstanding, neither party shall be entitled to any recovery from the other party with respect to any inaccuracy or breach of such warranties or representations unless and until the amount of such Losses suffered, sustained or incurred by the asserting party, or to which such party becomes subject, by reason of such inaccuracy or breach, shall exceed $60,000 calculated on a cumulative basis. Notwithstanding any other provision of this Agreement, in no event shall the Shareholders or the Purchaser be liable to the other, in each case, in an aggregate amount in excess of $7,500,000 (the "Indemnity Cap"). As an illustration of the provisions of Sections 9.1 and 9.3, a Shareholder holding 10% of the Shares could not be liable to the Purchaser in an amount exceeding $750,000. Notwithstanding anything to the contrary contained in this Section 9.3 to the contrary, the covenants of the parties contained in this Agreement shall survive according to their respective terms.
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.
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.
