Survival Period Termination Date definition

Survival Period Termination Date has the meaning set forth in Section 9.1.
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Survival Period Termination Date means the first anniversary of the Closing Date.
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Survival Period Termination Date has the meaning set forth in Section 11.01.
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Examples of Survival Period Termination Date in a sentence

  • Claims for breaches of covenants and agreements that contemplate performance prior to the Closing may be made at any time prior to the Survival Period Termination Date.

  • Except as provided in Section 9.01 with respect to covenants to be performed after the Closing, the Buyer shall not be liable for any claim for indemnification under Section 9.02(b) unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Buyer prior to the Survival Period Termination Date.

  • On the Survival Period Termination Date, Seller and Buyer shall deliver joint written instructions to the Escrow Agent to release funds to Seller in an amount equal to the excess, if any, of (i) the Escrow Amount at such time, (ii) minus $10,000,000, (iii) minus the aggregate amount claimed by Buyer Indemnitees pursuant to claims made and not fully resolved prior to such date.

  • After the Survival Period Termination Date, a Buyer Indemnitee shall only be entitled to make a claim pursuant to this Section 7.5 in respect of UK Tax Losses or, as set forth in Section 7.1, for breaches of the representation and warranty made in Section 2.4(b).

  • No claim for indemnification hereunder for breach of any such covenants (that were required to be performed prior to the Closing), representations and warranties may be made after the expiration of such survival period, provided that any claim that is made prior to the Survival Period Termination Date shall be deemed timely made even if such claim continues beyond the Survival Period Termination Date.

  • Notwithstanding the foregoing, if on or prior to the applicable Survival Period Termination Date, a Valid Claim Notice has been delivered, the claim alleged in the Valid Claim Notice shall survive until such claim for indemnification is resolved.

  • Without limiting the generality of the foregoing, it is the specific intention of the parties that the Survival Period Termination Date constitutes a limitation of and modification of the statute of limitations time period otherwise applicable to any claims arising under this Agreement.

  • Purchaser shall pay over to the Representative any Tax refunds and credits described in this Section 10.01(g) or, to the extent identified prior to the Survival Period Termination Date, 40% times the amount of any Transaction Tax Deduction not taken into account in determining the Transaction Tax Benefit or Pre-Closing Income Tax Amount within five (5) days after actual receipt of such refund or application of such credit against Taxes.

  • The representations and warranties and the covenants and agreements contained in this Agreement shall survive the Closing solely for the purposes of this Article 8, Section 10.01(l) and Section 12.16 and shall terminate on September 30, 2013 (the “Survival Period Termination Date”), other than those covenants or agreements set forth in this Agreement which require performance after the Survival Period Termination Date, which shall survive until fully performed.

  • Such funds as are necessary to address a claim made prior to the Survival Period Termination Date shall remain in the Indemnity Escrow Account following the Survival Period Termination Date, if necessary, to satisfy any potential Losses from such claim that is made prior to the Survival Period Termination Date.


More Definitions of Survival Period Termination Date

Survival Period Termination Date has the meaning set forth in Section 8.1. "Survival Period" has the meaning set forth in Section 8.1.
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Survival Period Termination Date is defined in Section 7.1.
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Related to Survival Period Termination Date

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Final Termination Date means the last date of the final year in which the Applicant is required to Maintain Viable Presence and as further identified in Section 2.3.E of this Agreement.

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Lease Termination Date means the last day of the Lease Term.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Optional Termination Date Any Distribution Date on or after which the Stated Principal Balance (after giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date Balance.

  • Agreement Termination Date is defined in Section 7.4.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Event Termination Date See Section 2(e) hereof.

  • Stated Termination Date means, with respect to the Revolving Credit Facility, March 4, 2027 and, with respect to any Extended Revolving Credit Facility, the maturity date set forth in the Extension Agreement related thereto.

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Delivery Period Termination Date Has the meaning specified in the Related Pass Through Trust Supplement.

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) two years following such Change in Control or (2) the Executive’s death.

  • Employment Termination Date means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Post-Termination Period means a period of 12 months (subject to extension as set forth in Section 8(f)) following the effective date of the termination of Executive’s employment.

  • Offering Termination Date means the last day of each March, June, September and December following an Offering Commencement Date, or such other Offering Termination Date established in connection with a Terminating Event.

  • Facility Termination Date means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

  • Scheduled Termination Date means July 9, 2021 or any succeeding date to which the term of this Agreement is extended pursuant to Section 2.02.

  • Initial Optional Termination Date The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.