Surviving Warranties definition

Surviving Warranties shall have the meaning as set forth in Section 8.1 hereto.
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Surviving Warranties has the meaning given such term in Clause 6.1.
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Surviving Warranties means (i) any breach of the representations, warranties, covenants and indemnities of Seller contained in Section 7 (provided, however, in no event shall any claim be asserted under this Paragraph 7.6 with respect to any physical matter or physical condition of or relating to the Premises), Section 14.1, Section 14.2(a), Section 15 and Exhibits "Q" and "R" annexed hereto and made a part hereof which expressly survive the Closing, (ii) the payment by Seller of one half (1/2) of that certain brokerage commission (the "Remy Amerique Commission "), which is payable to Xxxxx Associates LLC (the "Broker") in connection with that certain First Amendment to Lease (the "Remy Amerique Expansion Agreement"), dated as of September 1999, between Seller, as Landlord and Remy Cointreau Amerique, Inc., as tenant (the "Remy Amerique Tenant"), such one-half (1/2) commission being in the amount of [redacted] (the "Remy Amerique Commission Funds"), but only if, as and when such Remy Amerique Commission becomes payable to Broker by reason of the failure by the Remy Amerique Tenant to exercise, on or before November 30, 2000 (the "Remy Payment Date"), (ii) the Remy Amerique Tenant's right to cancel its lease at the Building as set forth in such lease as of the date of this Agreement (the "Remy Cancellation Right"), and (iii) any adjustments due to Purchaser after Closing pursuant to Section 13 hereof (all of the items described in clauses (i) through (iii) are collectively, the "Surviving Warranties"), and which Surviving Warranties result in an aggregate amount of damages or other amounts payable to Purchaser in excess of [redacted] (the "Warranties Holdback Deductible"), provided, however, that the payment of the Remy Amerique Commission in accordance with the further terms and conditions of this Section 7.6., shall not be subject to the Warranties Holdback Deductible. As used in this Section 7.6, the term Warranties Holdback Escrowee shall mean and refer to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx.
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Examples of Surviving Warranties in a sentence

  • As a result, the participation threshold changes, but wages above the threshold are unaffected.

  • Except as to the Surviving Warranties, no Warranty Claim may be made by a Party unless the other Party’s liability in respect of that Warranty Claim, when that Party’s liability is aggregated with all other Warranty Claims, exceeds $250,000 (excluding all costs incurred by the claimant Party with respect to the Warranty Claim), in which case that Party shall be liable for the whole amount claimed and not just the amount by which the threshold in clause 6.3 is exceeded.

  • The respective representations and warranties of the parties contained herein (other than those set forth in Sections 3.1(c), (e), (n), (r) and (bb) hereof (the "Surviving Warranties")) shall expire on the fourth anniversary of the Effective Date; provided that there shall be no expiration of any such representation or warranty as to which a bona fide claim has been asserted by written notice of such claim delivered to the party or parties making such representation or warranty during the survival period.

  • Subject to clause 6.3, except as to the Surviving Warranties, the total aggregate liability of a Party to the other Party in respect of all Warranty Claims shall be limited to an amount equal to the value of the Contribution and Exchange Shares issued to the claimant Party as at the Completion Date.

  • The Representations and Warranties Holdback shall be held by Warranties Holdback Escrowee to secure the payment of the Surviving Warranties (as hereinafter defined).

  • The Surviving Warranties and all other covenants and agreements of the parties hereto shall survive the Closing indefinitely.

  • The representations and warranties of Seller, and any covenants and indemnities of Seller which expressly survive the Closing, contained in this Agreement and in any document executed by Seller pursuant to this Agreement (“ Seller’s Surviving Warranties ”) shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending six (6) months after the Closing Date (the “ Limitation Period ”).

  • In addition, the interim final rule provides that fraud prevention activities are excluded from quality improvement activities (QIA).Comment: We received 12 commentson the treatment of fraud prevention activities in the interim final rule.Eleven of the commenters supported the inclusion of fraud prevention activities as QIA.

  • For purposes of this agreement the "Survival Period" shall be twelve (12) months except as follows: as to any representation and warranty contained in Section 3.1, Section 3.2, Section 3.3, Section 3.6(a), Section 3.14, Section 4.1, Section 4.2, Section 4.3 and Section 4.4 (collectively "Surviving Warranties"), the Survival Period shall be indefinite.

  • If written notice of a claim for breach of any such Surviving Warranties has been given before the Expiration Date, then the relevant Surviving Warranties shall survive as to such claim, until the claim has been finally resolved.


More Definitions of Surviving Warranties

Surviving Warranties has the meaning set forth in Section 6.1.
Sample 1
Surviving Warranties means the SBL Warrants in clauses 1, 2 and 3 of Schedule 1 and the LBC Warranties in clauses 1, 2 and 3 of Schedule 2.
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Related to Surviving Warranties

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Merger Sub has the meaning set forth in the Preamble.

  • Effective Time has the meaning set forth in Section 2.2.

  • Merger Sub I has the meaning set forth in the Preamble.