Limitations on Survival Sample Clauses

Limitations on Survival. An Indemnifying Party's obligation to indemnify an Indemnified Party as provided in this Article XII is subject to the condition that the Indemnifying Party shall have received written notice of the Claim for which indemnity is sought within two (2) years after the Closing Date.
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Limitations on Survival. Section 17.01 Except as otherwise provided in this Contract, no representations, warranties, covenants, indemnities, obligations or liabilities of Seller set forth in this Contract shall survive the Closing, and no action based thereon shall be commenced after the Closing.
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Limitations on Survival. Each of the representations and warranties made by the parties in Article III, in Section 4.03 and in the certificates delivered pursuant to Sections 5.01(a) and 5.02(a) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement, the Closing and the consummation of the transactions contemplated by this Agreement to and until three (3) years after the Closing Date, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal misrepresentation.
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Limitations on Survival. Each of the representations and warranties made by the parties in Article III and in the certificates delivered pursuant to Sections 5.01(a) and 5.02(a) (and including the Disclosure Schedule insofar as the Disclosure Schedule relates to such representations and warranties) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement, the Closing and the consummation of the transactions called for by this Agreement to and until eighteen (18) months after the Effective Time, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal misrepresentation. Notwithstanding the foregoing, the representation and warranty contained in Section 3.01(i)(B) shall not survive Closing.
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Limitations on Survival. Each of the representations and warranties made by the Company in Section 5.1(u) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(a)(ii) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the date on which the statute of limitations (taking into account any tolling agreements with respect thereto) with respect to enforcement of any relevant sections of the Code and the regulations promulgated thereunder against the Company, its subsidiaries and Affiliates has expired (at which time they will terminate). Each of the representations and warranties made by the Company in Section 5.1(v) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(a)(ii) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the first to occur of: (i) the completion of a Qualified Public Offering (as such term is defined in the Securityholders Agreement) and (ii) the date which is two years after the Initial Closing Date (at which time they will terminate). Each of the representations and warranties made by the Company in Sections 5.1(a), (b)(i), (d) and (e)(iv) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(b) (insofar as they relate to such representations and warranties) and by the Buyer in Sections 5.2(a), (b), (c), (d) and (f) and the certificate delivered pursuant to Section 7.2(b) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the first to occur of: (x) the completion of a Qualified Public Offering (as such term is defined in the Stockholders Agreement) and (y) the date which is twelve months after the Subsequent Closing Date or, if the Option is not exercised prior to the end of the Exercise Period, the day after the expiration of the Exercise Period (at which time they will terminate). All other representations and warranties made by the parties in Article V of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Sections 7.1(a)(i...
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Limitations on Survival. Each of the representations and warranties made by the parties in Article III of this Agree ment shall survive the Closing to and until the date which is one (1) year after the Closing Date PROVIDED that a fraudulent representation or warranty contained herein shall survive the Closing to and until the date which is one hundred twenty (120) days following expiration of the applicable statutes of limita tions with respect to claims for fraud (at which time they shall terminate). Each of the representations and warranties contained in Section 3.1(p) shall survive the Closing to and until the date which is one hundred twenty (120) days following expiration of the applicable statutes of limitations with respect to the Taxes to which such representation or warranty relates, and each of the representations and warranties contained in Sections 3.1(a) and (b) and Sections 3.2(a) and (b) will survive the Closing and shall not terminate.
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Limitations on Survival 
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Related to Limitations on Survival

  • Limitations on Warranties 14.1 Notwithstanding anything else in this Agreement, neither Party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, that arises from the use of the Licensed Materials, or the incompetence of the Authorized Users to properly use the Licensed Materials.

  • Limitations on Use No part of the moneys delivered to the Recipient pursuant to Section II hereof is being or will be used to refinance, retire, redeem, or otherwise pay debt service on all or any part of any part of any governmental obligations regardless of whether the interest on such obligations is or was excluded from gross income for federal income tax purposes unless prior approval by the Director is given.

  • Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  • Limitations on Damages Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.

  • Limitations on Remedies 7.1 IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF THE TEKNI-PLEX COMPANIES OR ANY OF ITS OR THEIR EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, IN AN AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY RECEIVED BY SELLER FROM BUYER AS PURCHASE PRICE FOR THE PRODUCTS OR SERVICES WHICH ARE THE SUBJECT OF A CLAIM OR SERIES OF RELATED CLAIMS. IN NO EVENT WHATSOEVER SHALL SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING FROM OR RELATING TO ANY INJURY TO PERSONS; LOSS OF VALUE OR USE (INCLUDING WITHOUT LIMITATION, DIMINUTION IN VALUE OR STIGMA DAMAGES); LOSS OF ANTICIPATED REVENUE OR PROFIT; COST OF CAPITAL; DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT; CLAIMS MADE BY END-USERS; OR COST OF SUBSTITUTE SUPPLIES, FACILITIES OR SERVICES.

  • Limitations on Indemnity The Company shall not be obligated under this Agreement to make any payment of Expenses to the Indemnitee if:

  • Limitations on Liability The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Limitations on Recourse (a) Subject to the qualifications set forth in this Section, neither Maker nor Guarantor nor any partner, member, shareholder, officer or director of either of them shall be personally liable either at law or in equity for the repayment of the Debt or the failure of performance of any other obligation evidenced by this Note or contained in the Deed of Trust or the Other Security Documents, and Payee will satisfy any judgments, orders or decrees on account of the failure to repay such Debt and/or the failure to perform any such obligation, from the Property and any other real or personal property, tangible or intangible, as Maker, Guarantor or any other entity shall have pledged or assigned to secure this Note by any of the Loan Documents, except that Payee may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Payee to enforce and realize upon this Note, the Deed of Trust, the Other Security Documents, and the interests in the Property and any other collateral given to Payee pursuant to the Deed of Trust and the Other Security Documents; provided, however, that, except as specifically provided in this Section, any judgment in any such action or proceeding shall be enforceable against Maker only to the extent of Maker’s interest in the Property and in any other collateral given to Payee. Xxxxx, by accepting this Note, the Deed of Trust and the Other Security Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Maker in any such action or proceeding, under, by reason of or in connection with the Deed of Trust, the Other Security Documents or this Note. The provisions of this Section shall not, however: (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Deed of Trust, the Environmental Agreement, the Guaranty or the Other Security Documents or this Note; (ii) impair the right of Payee to name Maker as a party defendant in any action or suit for foreclosure and sale under the Deed of Trust; (iii) affect the validity or enforceability of any guaranty or indemnity made in connection with the Deed of Trust, this Note or the Other Security Documents; (iv) impair the right of Payee to obtain the appointment of a receiver; (v) impair the right of Payee to bring suit with respect to fraud or misrepresentation by Maker in connection with the Deed of Trust, this Note, the Environmental Agreement, the Guaranty or the Other Security Documents; (vi) affect the validity or enforceability of the Environmental Agreement or limit the liability of Maker or Guarantor thereunder; or (vii) affect the validity or enforceability of the Guaranty or limit the liability of Guarantor thereunder.

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