Survival of Representations and Warranties; Limitations. (a) All representations and warranties in this Agreement shall survive the Closing for 18 months following the Closing Date, except that (i) the representations and warranties contained in Sections 4.1 through 4.5, the first sentence of Section 4.12 and Sections 5.1 through 5.5 shall survive the Closing, (ii) the representations and warranties contained in Sections 4.22 shall survive the Closing until the third annual anniversary of the Closing Date and (iii) the representations and warranties contained in Sections 4.11 and 4.21 shall survive the Closing until the sixth annual anniversary of the Closing Date (the “Survival Periods”). An Indemnifying Party shall not have any liability under this Article XIII with respect to the inaccuracy or breach of a representation or warranty unless a written claim for indemnification in accordance with Section 13.2 is given by the Indemnified Party to the Indemnifying Party with respect thereto within the applicable Survival Period.
(b) No Indemnified Party shall be entitled to indemnification pursuant to this Article XIII in respect of the inaccuracy or breach of a representation or warranty unless the aggregate amount of Damages payable to Indemnified Parties hereunder in respect of all such inaccuracies or breaches exceeds $2,000,000 after which, subject to Section 13.4(c), the Indemnifying Party shall indemnify the Indemnified Parties for all Damages incurred in excess of $1,000,000.
(c) An Indemnifying Party shall have no obligation to indemnify an Indemnified Party pursuant to this Article XIII with respect to the inaccuracy or breach of representations and warranties for an aggregate amount of Damages in excess of 15% of the Purchase Price, except that, (i) in the case of the inaccuracy or breach of the representations and warranties contained in Sections 4.11, 4.21 and 4.22, such cap shall, instead, be 75% of the Purchase Price and (ii) in the case of the inaccuracy or breach of the representations and warranties contained in Sections 4.1 through 4.5, the first sentence of Section 4.12 and Sections 5.1 through 5.5, such cap shall, instead, be the Purchase Price.
(d) Regardless of the failure of Sellers to include any relevant information in the Sellers’ Disclosure Schedules or any supplement thereto, to the extent that Sellers can demonstrate that Buyer had Knowledge of any information that should have been disclosed in the Sellers’ Disclosure Schedules or any supplement thereto, such information shall not form...
Survival of Representations and Warranties; Limitations. (a) The representations and warranties of the Parties contained in this Agreement shall survive the Closing Date for a period of one (1) year.
(b) Notwithstanding anything to the contrary herein, neither Party shall be entitled to any recovery with respect to any breach of any representations and warranties unless and until the aggregate amount of all Losses suffered, sustained or incurred by the asserting Party, or to which such Party becomes subject, by reason of any and all breaches hereunder, shall exceed $25,000, calculated on a cumulative basis and not a per item basis, and in such event, the recovering Party shall only be entitled to Losses in excess of such amount.
(c) No party shall be required to indemnify any of the other party’s Indemnified Persons to the extent of any Losses resulting from the bad faith, gross negligence or willful misconduct of the Party seeking indemnification or any of its Indemnified Persons, or breach of this Agreement by the Party seeking indemnification.
(d) Any liability for indemnification under this Article VII shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
(e) NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, NEITHER SELLER NOR PURCHASER SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY OR ANY OF THE OTHER PARTY’S INDEMNIFIED PERSONS OR ENTITLED TO INDEMNIFICATION, ON ACCOUNT OF ANY INDEMNITY OBLIGATION SET FORTH IN SECTION 7.1 OR SECTION 7.2 OR OTHERWISE UNDER THIS AGREEMENT, FOR (I) ANY LOSSES THAT ARE NOT DIRECT, ACTUAL DAMAGES OR (II) ANY SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, IN EACH CASE, UNLESS SUCH LOSSES ARE PAID PURSUANT TO A THIRD PARTY CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR PURCHASER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT, FOR CLAIMS MADE UNDER SECTION 7.1 OF THIS AGREEMENT OR OTHERWISE (INCLUDING IN TORT) SHALL NOT EXCEED THE AMOUNT OF THE CLOSING PAYMENT.
Survival of Representations and Warranties; Limitations. The representations and warranties provided in Sections 6.3, 6.4, 6.6 and 6.7 or in any certificate delivered by Purchaser pursuant to this Agreement shall survive until the two-year anniversary of the Closing and thereafter only to the extent of claims for which a notice has been given on or before such date in accordance with the terms of this Agreement (the "Time Limitations"). The representations and warranties contained in Sections 5.3, 5.5, 5.6, 6.1, 6.2 and 6.5 shall survive until the expiration of the applicable statutes of limitations with respect thereto. In no event shall Purchaser be liable to Seller unless and until all claims for which Damages (as defined below) are recoverable hereunder by Seller exceed $100,000 (the "Basket"); provided, however, that once the level of Damages exceeds the amount of the Basket, Seller shall be entitled to receive the entire amount of such Damages. In the event that Seller is liable to Purchaser for Damages, Purchaser shall only be entitled to Damages up to $100,000 (the "Claims Limit"). Notwithstanding the foregoing, the Time Limitations, the Basket and the Claims Limit shall not apply to (i) fraud or (ii) any intentional misrepresentation or breach of a representation, warranty or covenant or (iii) Section 12.2(a)(2)(ii), Section 12.2(a)(2)(iii) or Section 12.2(a)(3)(ii).
Survival of Representations and Warranties; Limitations. Unless specified otherwise in this Agreement, the representations and warranties of Seller and Buyer in this Agreement shall survive the Closing for a period of 12 months, except for (i) those contained in Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3, which shall survive indefinitely, and (ii) those contained in Sections 3.7, 3.8, 3.11 and 3.12, which shall survive for the applicable statute of limitations. Seller and Buyer shall have no liability under Sections 9.1.1 and 9.2.1, respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by Buyer or Seller, as the case may be, within the applicable survival period. Seller shall have no liability under Section 9.1.1, and Buyer shall have no liability under Section 9.2.1, unless, and only to the extent that, the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $70,000 (the "Deductible"); provided that the Deductible shall not apply to any Losses resulting from or arising out of Seller's breach of the representations and warranties contained in Sections 3.8 and 3.19.
Survival of Representations and Warranties; Limitations. The representations and warranties of Buyer, the Seller and the Company contained in this Agreement shall survive the Closing, subject to the limitations in this Section 10.3. Notwithstanding anything set forth herein to the contrary, the limitations in this Section 10.3 shall not apply to any claims for actual fraud or knowing, willful or intentional breaches.
Survival of Representations and Warranties; Limitations. The parties hereto agree that all of their respective representations and warranties contained in this Agreement shall survive for a period of three years after the Closing Date, except that the representations in Section 2.1 (Title to Stock), Section 2.2 (Capitalization), Section 2.3 (Authority), Section 2.10 (Employee Benefit Plans), Section 2.12 (Taxes), Section 2.14 (Title to Assets), and Section 2.17 (Environmental Matters) shall survive for a period ending on the date 90 days after the expiration of the appropriate statute of limitation, if any, with respect to any claim covered by the 14 18 representations and warranties in such Sections, as the same may be tolled or extended from time to time by the Purchaser or any other Person. An Indemnifying Person shall have no liability under this Article unless notice of a claim for indemnity specifically describing the facts on which the claim is based shall have been given within three years after the Closing Date, except that any such notice of a claim for indemnity based on a breach of the representations and warranties contained in Section 2.1 (Title to Stock), Section 2.2 (Capitalization), Section 2.3 (Authority), Section 2.10 (Employee Benefit Plans), Section 2.12 (Taxes), Section 2.14 (Title to Assets), and Section 2.17 (Environmental Matters) or relating to the indemnification obligations set forth in Section 5.1(iv) at any time prior to the expiration of 90 days after the expiration of the appropriate statute of limitation, if any, with respect thereto, as the same may be tolled or extended from time to time by the Purchaser or any other Person.
Survival of Representations and Warranties; Limitations. All representations, warranties and covenants of all parties hereto (collectively “Representations”) will survive the execution of this Agreement (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing Date) and continue in full force and effect thereafter (subject to any applicable statue of limitations). To preserve any claim for a breach of a Representation, the party claiming breach must notify the other party of such claim in writing prior to the expiration of any applicable statute of limitations. Such written notice will specify in reasonable detail the facts giving rise to the claim and will contain a good faith estimate of the maximum amount of the claim, which estimate will not be binding or determinative. In no event will the indemnification obligations of any Member exceed One Million One Hundred Thousand Dollars ($1,100,000).
Survival of Representations and Warranties; Limitations. The representations, warranties and covenants set forth in this Agreement shall survive the Closing. Notwithstanding any provision of law which may apply to limit the right to bring an action for indemnification under this Article V, no party shall assert any claim for indemnification hereunder later than June 30, 1999, except for claims relating to noncompliance with the covenants and undertakings set forth in this Agreement or any document constituting a Schedule or an Exhibit hereto, which may be asserted at any time subject to applicable statutes in respect thereof.
Survival of Representations and Warranties; Limitations. All representations, warranties and covenants of all parties hereto (collectively “Representations”) will survive the execution of this Agreement (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Effective Date) and continue in full force and effect thereafter for a period of thirty-six (36) months following the Effective Date. Unless a party notifies the other party of a claim for breach of a Representation by written notice delivered to the other party before the end of such thirty-six (36) month period, the representations, warranties and covenants contained in this Agreement shall expire at the end of such thirty-six (36) month period. To preserve any claim for a breach of a Representation, the party claiming breach must notify the other party of such claim in writing prior to the expiration of any applicable statute of limitations. Such written notice will specify in reasonable detail the facts giving rise to the claim and will contain a good faith estimate of the maximum amount of the claim, which estimate will not be binding or determinative.
Survival of Representations and Warranties; Limitations. The representations, warranties and covenants set forth in this Agreement shall survive the Closing. Notwithstanding any provision of law which may apply to limit the right to bring an action for indemnification under this Article VIII, no party shall assert any claim for indemnification hereunder later than January 26, 2001, except for (i) claims relating to a breach of the representations contained in Sections 5.13, 5.14, and 5.15, which may not be asserted after June 30, 1999; and (ii) claims relating to noncompliance with the covenants and undertakings set forth in this Agreement or any document constituting a Schedule or an Exhibit hereto, which may be asserted at any time subject to applicable statutes of limitations in respect thereof, and any Tax claim under Section 10.12, which may be asserted until the later of (i) the date upon which the liability to which any such Tax claim may relate is barred by all applicable statutes of limitations and (ii) the date upon which any claim for refund or credit related to such Tax claim is barred by all applicable statutes of limitations.
