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 6.01.
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Examples of Survival Period Termination Date in a sentence

  • Notwithstanding anything in this Agreement to the contrary, the Cap, the Deductible and the Survival Period Termination Date shall not apply to the indemnification obligations set forth in this Section 8.02(c).

  • Notwithstanding anything in the foregoing, with respect to Taxes and Tax Returns relating to Fresh Logistics, LLC, Xxxxxxxxx Juice Holdings, LLC and Xxxxxxxxx Juice Products, LLC, the Purchaser will not, including after the Survival Period Termination Date, without the prior written consent of the Representative (not to be unreasonably withheld, conditioned or delayed) take any action specified in (A) - (C) hereof.

  • The representations and warranties of Buyer contained in this Agreement (whether or not contained in Article 4) shall survive the Closing until the General Survival Period Termination Date.

  • 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.

  • For purposes of this Agreement, the first sentence of Section 10.01(i) solely with respect to the Brazilian tax 53 year associated with the Brazilian Tax Amount and related Tax Returns shall be read to exclude the phrase "prior to the Survival Period Termination Date".

  • 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.

  • 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).

  • 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.


More Definitions of Survival Period Termination Date

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 8.2(a).

  • 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.

  • Premium Termination Date With respect to the Series A Certificates, the scheduled maturity date of the Series A Certificates, with respect to the Series B Certificates, the scheduled maturity date of the Series B Certificates and with respect to the Series C Certificates, the scheduled maturity date of the Series C Certificates.

  • Stated Termination Date means December 31, 2000.

  • Loan Termination Date means the earliest to occur of the following: (i) as to the REVOLVING NOTES, November 1, 2012, as to the TERM NOTES, October 31, 2016, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date ADMINISTRATIVE AGENT has received (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) 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:

  • 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 the twelve (12) month period beginning on the Termination Date.

  • 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 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 Lender shall have been made).

  • Scheduled Termination Date means the date that is 364 days from (and including) the Effective Date, or any succeeding date to which the term of this Agreement is extended pursuant to Section 2.03.