Examples of Surviving Warranties in a sentence
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 Surviving Warranties and all other covenants and agreements of the parties hereto shall survive the Closing indefinitely.
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.
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.
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.
Except as to the Surviving Warranties, a Party shall not be permitted to make a Warranty Claim unless it notifies the other Party in writing of the Warranty Claim before the second anniversary of the Completion Date.
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.
The Representations and Warranties Holdback shall be held by Warranties Holdback Escrowee to secure the payment of the Surviving Warranties (as hereinafter defined).