Surviving Representations definition

Surviving Representations has the meaning set forth in Section 9.1.

Surviving Representations has the meaning given in Section 13.4(a).

Surviving Representations shall have the meaning ascribed thereto in Section 10.3.

Examples of Surviving Representations in a sentence

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• The Sellers hereby confirm and agree that each of the representations and warranties and the covenants of each of the Sellers set forth in or made pursuant to and in accordance with this Agreement or in any Closing Document (the “Seller Surviving Representations and Covenants”) shall, subject to Section 11.4 below, survive the Closing Date and shall not be deemed to be merged into any instrument of conveyance delivered at the Closing.

• From and after the Closing Date, each of Seller and the Seller Related Entities shall have the right to claim against Buyer for all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such Seller Related Entity in connection with any Losses, arising out of, or in any way relating to the Buyer Surviving Representations and Covenants as provided in this Section 11.1.

• Purchaser acknowledges that Seller makes absolutely no representations or warranties with respect to the accuracy or completeness of any information, reports or other materials delivered to Purchaser, except as may be expressly set forth in the Surviving Representations, and that the Purchase Price reflects the fact that this is an “as is, where is, with all faults” transaction.

• The total aggregate amount of the liability of the Companies and the Member for Purchaser Losses with respect to any claims made pursuant to Section 8.1(b) shall be limited to $3,000,000; provided, however, that the total aggregate amount of the liability of the Companies and the Member for Purchaser Losses arising out of fraud or bad faith or the Surviving Representations shall not be subject to any such limit.

More Definitions of Surviving Representations

Surviving Representations is defined in Section 16(d).

Surviving Representations has the meaning given thereto in ------------------------- Section 7.01.

Surviving Representations means each of the representations and warranties contained in Sections 3.01(1), 3.01(2), 3.01(3), 3.01(4), 3.01(6), 3.01(8), 3.01(9), 3.01(13), 3.02(1), 3.02(2), 3.02(3), 3.02(4), 3.02(5) and 3.02(6) hereof.

Surviving Representations means the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.4, Section 3.5 and Section 3.24.

Surviving Representations means those certain representations and warranties of PLK, Investor and Cartesian contained in clauses 6.1, 6.2 and 6.3, respectively.

Surviving Representations means Section 3.6 (Financial Statements), Section 3.10 (Compliance with Laws) and Sections 3.22(b) (Actuarial Memoranda and Reserves).

Surviving Representations has the meaning assigned to such term in the Guaranty.