Common use of SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE Clause in Contracts

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. The several representations and warranties of the parties contained in this Agreement and the parties’ right to indemnity in accordance with this Article 5 shall survive the Closing Date and shall remain in full force and effect thereafter until December 31, 2001 as follows: with respect to Article 3 (except that for Article 3.10) for a period of 12 months after the Closing Date; with respect to Article 3.10 upon the earlier of (i) the termination of the Sublease or (ii) the assumption by Aerojet of the Master Lease (as defined in the Sublease); for all other representations and warranties contained in Sections 3.3warranties, 3.4, and 3.16 shall survive until for a period of 12 months after the expiration of the applicable statutes of limitations and the representations and warranties contained in Section 3.18 shall survive until December 31, 2003), 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 periods 12 month period in accordance with Section 7.4 Article 5.4 hereof, after which periods 12-month or the Sublease term, , as the case may be, they shall terminate and be of no further force or effect. Anything to the contrary contained herein notwithstanding, Buyer neither party shall not be entitled to any recovery from Mestek for the other party with respect to any inaccuracy or breach of any representation such warranties or warranty or any covenant contained in Sections 5.1 through 5.5, representations unless and until the amount of damages suffered such Loss suffered, sustained or incurred by Buyerthe asserting party, or to which Buyer such party becomes subject, by reason of such inaccuracy or breach, shall exceed Ten Thousand Dollars ($10,000.00) calculated on a cumulative basis and not a per item basis (the "“Basket Amount"”), shall exceed $375,000, at which time all claims in and then only with respect to the excess of over the Basket Amount may be claimed, but in no event shall Mestek either party be liable to Buyer, the other in an aggregate amount in excess of Eight Hundred Thousand Dollars ($20,000,000 800,000.00) (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“Cap”). 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 the Cap Amount shall not be applicable to claims arising from any under Article 3.12 (Title to Transferred Assets) or to claims based on fraud, willful misconduct misrepresentation or fraud by Mestekdeceit.

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 until December 31, 2001 for a period of twelve (except that 12) months after 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), 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 periods 12 month period in accordance with Section 7.4 9.4 hereof, after which periods twelve (12) month period they shall terminate and be of no further force or effect. Anything Except as provided in Section 9.5, anything to the contrary contained herein notwithstanding, Buyer neither party shall not be entitled to any recovery from Mestek for the other party with respect to any inaccuracy or breach of any representation such warranties or warranty or any covenant contained in Sections 5.1 through 5.5, representations unless and until the amount of damages suffered such Losses suffered, sustained or incurred by Buyerthe asserting party, or to which Buyer such party becomes subject, by reason of such inaccuracy or breach, shall exceed $60,000 calculated on a cumulative basis and not a per item basis (the "Basket Amount")basis. Notwithstanding any other provision of this Agreement, shall exceed $375,000, at which time all claims in excess of the Basket Amount may be claimed, but in no event shall Mestek the Shareholders or the Purchaser be liable to Buyerthe other, in each case, in an aggregate amount in excess of $20,000,000 7,500,000 (the "Cap AmountIndemnity Cap") for such claims). 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 foregoingcontrary contained in this Section 9.3 to the contrary, the Basket Amount for claims under Sections 5.9 and 8.9 covenants of the parties contained in this Agreement 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 survive according to claims arising from any willful misconduct or fraud by Mestektheir respective terms.