Survival Limitation Sample Clauses

Survival Limitation. All of the representations and warranties contained in this Agreement shall survive the Closing until the second anniversary of the Closing; provided, however, that the representations and warranties contained in Sections 3.1(a) (No Conflict; Government Authorizations), 3.3 (Authority; Binding Effect), 3.4 (Capitalization; Ownership) and 3.6 (Finder’s Fee) shall survive indefinitely; and further provided, that if, at any time prior to such expiration of the representations and warranties, any indemnified Party delivers to any indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any indemnifying Party and asserting a Claim for recovery under Sections 6.2 or 6.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the Claim asserted in such notice shall continue to survive (solely with respect to the alleged inaccuracy or breach and to no other fact, event, occurrence, circumstance or condition) until such time as such Claim is fully and finally resolved. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive the Closing and the transactions contemplated hereby.
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Survival Limitation. All of the representations and warranties in this Agreement, the Disclosure Schedule, any ARCap Closing Certificate or any CharterMac Closing Certificate, and all covenants, agreements and obligations relating to taxes, shall survive the Closing and shall expire, and thereafter no longer be of legal force and effect, at the earlier of (a) 11:59 p.m. EDT on October 15, 2007 and (b) the date upon which the latest income Tax Return including any part of fiscal year 2006 is filed by, or caused to be filed by CharterMac with respect to, ARCap, the Fund Entities or any of their respective Subsidiaries (the "Survival Period"); provided, however, that all such representations, warranties, covenants, agreements and obligations regarding Taxes of ARCap, the Fund Entities or any of their respective Subsidiaries with respect to matters arising from or related to ARCap CMBS Fund REIT, Inc. shall survive until (i) with respect to the 2003 Taxable year, April 15, 2007, unless the Statute of Limitations with respect to ARCap CMBS Fund REIT, Inc. is extended by agreement with a Taxing Authority prior to such date, and (ii) with respect to the 2004 Taxable year, April 15, 2008, unless the Statute of Limitations with respect to ARCap CMBS Fund REIT, Inc. is extended by agreement with a Taxing Authority prior to such date, and in the case of such an extension of the Statute of Limitations with respect to either 2003 or 2004, such Survival Period shall extend until the closing of such taxable year by final resolution with all Taxing Authorities with respect to such entity; and, provided further, that if, at any time prior to such expiration of the representations and warranties, any indemnified party delivers to any indemnifying party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any indemnifying party (and setting forth in reasonable detail the basis for such indemnified party's belief that such an inaccuracy or breach may exist) and asserting a Claim for recovery under Sections 11.2 or 11.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the Claim asserted in such notice shall continue to survive (solely with respect to the alleged inaccuracy or breach and to no other fact, event, occurrence, circumstance or condition) until such time as such Claim is fully and finally resolved. All of the covenants, agreements and obligations (other than those related to...
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Survival Limitation. All of the representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months following the Closing; provided, however, that (x) all the representations and warranties contained in Sections 3.8 and 4.7 (Taxes) and 3.14 and 4.13 (Employee Matters and Benefits Plans) shall survive the Closing until the date that is thirty (30) days after the expiration of the applicable statute of limitations period (taking into account any waiver, extension or tolling thereof), (y) the representations and warranties contained in Sections 3.1(a)(i), 3.1(a)(ii), 4.1(a)(i) and 4.1(a)(ii) (No Conflict; Governmental Authorization), 3.3 and 4.3 (Authority; Binding Effect), 3.4 and 4.4 (Capitalization), 3.19 and 4.16 (Finders Fee) and 4.25(e) (Contracts; No Default) (collectively, the “Sellers’ Excluded Representations”) shall survive indefinitely and (z) the representations and warranties contained in Sections 5.1(a)(i) and 5.1(a)(ii) (No Conflict; Required Filings), 5.3 (Authority) and 5.5 (Finders Fee) shall survive indefinitely and the representations and warranties contained in Section 5.6 (Investment Intent) shall survive the Closing until the date that is six (6) months following the Closing (collectively, the “Purchaser’s Excluded Representations”); and further provided, that if, at any time prior to such expiration of the representations and warranties, any indemnified Party delivers to any indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by any indemnifying Party and asserting a Claim for recovery under Section 8.2 or 8.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the Claim asserted in such notice shall continue to survive (solely with respect to the alleged inaccuracy or breach and to no other fact, event, occurrence, circumstance or condition) until such time as such Claim is fully and finally resolved. The covenants, agreements and obligations of the Parties contained in this Agreement shall survive the Closing.
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Survival Limitation. The Indemnified Parties' rights to indemnification under Section 7.1 shall be available only if the Indemnified Party entitled to indemnification pursuant thereto delivers written notice to Seller setting forth in reasonable detail the factual basis for indemnification and the amount thereof or a good faith estimate thereof sought to be indemnified prior to the expiration of the one (1) year period following the Closing Date.
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Survival Limitation. Notwithstanding the termination of CFO’s employment hereunder for cause or by voluntary termination of employment by CFO, the obligations of CFO under Paragraphs 7, 8, and 9, shall survive and remain in full force and effect, and Employer shall be entitled to equitable relief against the CFO pursuant to the provisions of Paragraph 10. The liability of Employer, if any, for any wrongful termination of CFO’s employment hereunder shall not exceed the amount that would otherwise have been payable to the CFO for the term then remaining under the Agreement or the salary continuation and other severance benefits described herein, whichever is greater. Xx. Xxxxxxx Xxxxx STRICTLY PERSONAL AND March 9, 2005 HIGHLY CONFIDENTIAL
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Survival Limitation. All of the representations and warranties shall survive the Closing until the later of one year following the Closing Date and April 30, 2005, (a) except that the representations and warranties made in Sections 3.1.1, 3.1.2, 3.1.6(a)(i) and (ii), 3.1.7, 3.1.13, 3.1.16, 3.2.1, 3.2.2(a) and (b) and 3.2.5 shall survive until 60 days after the expiration of the applicable statute of limitations (including all periods of extensions thereof) and (b) except that the representations and warranties made in Section 3.1.8 shall survive until two (2) years after the Closing Date. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in accordance with their terms. Claims for Losses under Section 7.1 or Section 7.2 of this Agreement may be made only pursuant to Article VII hereof and only by written notice describing with specificity the facts giving rise to the asserted claim. The expiration or termination of any representation, warranty, covenant or agreement shall not affect the parties' obligations under Article VII hereof if the party entitled to receive indemnification under this Agreement (the "Indemnified Party") provided the party required to provide indemnification under this Agreement (the "Indemnifying Party") with the required written notice of the claim or event for which indemnification is sought prior to such expiration or termination. Neither party hereto shall have any liability to indemnify, defend or hold harmless the other party hereto for breaches of representations, warranties, covenants or agreement made herein unless it has received proper, timely notice of a claim for such indemnification or defense prior to the expiration or termination of the applicable representation, warranty, covenant or agreement.
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Survival Limitation. (a) All representations and warranties made by each party in this Agreement and in the disclosure schedules attached hereto and the other documents contemplated hereby shall survive the Closing Date for a period of one year; except for:
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Survival Limitation. (a) Except as otherwise provided herein, all of the representations, warranties, covenants and obligations in this Agreement and the other Ancillary Agreements shall survive the Closing; provided, however, except as otherwise specified herein, the representations and warranties of the Seller in Article 5 and the representations and warranties of Purchaser in Article 6 shall only survive until the second (2nd) anniversary of the Closing Date and shall terminate and expire on such date.
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Survival Limitation. The obligations of the parties herein which are noted to survive the expiration or early termination of this Lease shall survive for a period of no more than four (4) years after the expiration or termination of this Lease.
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Related to Survival Limitation

  • Survival; Limitations (a) The representations and warranties of the parties contained in or made pursuant to this Agreement shall be deemed to have been made on the date hereof and on the Closing Date, shall survive the Closing Date and shall remain operative and in full force and effect for the period ending 18 months thereafter (the “Survival Period”); provided that if on or prior to the expiration of the Survival Period, a notice of claim for indemnification shall have been given in accordance with Section 9.4 hereof, the indemnified party shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article IX; and provided further that the representations and warranties contained in, Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment Representations’) shall survive until the expiration of the applicable statute of limitations period plus 90 days and the representations and warranties contained in Sections 3.2 (‘Authority Relative to the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’) and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder which are to be performed after the Closing Date shall survive without time limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only remain operative and in full force and effect as long as indemnification with respect to the underlying representation and warranty remains available in accordance with the foregoing provisions of this Section 9.1(a) (including as extended pursuant to the first proviso hereof).

  • ANNUAL LIMITATION Notwithstanding anything contained in this Agreement to the contrary, and with respect to each Tax Year of the Tax Limitation Period beginning after the first Tax Year of the Tax Limitation Period, in no event shall (i) the sum of the maintenance and operations ad valorem taxes paid by the Applicant to the District for such Tax Year, plus the sum of all payments otherwise due from the Applicant to the District under Articles IV, V, and VI of this Agreement with respect to such Tax Year, exceed (ii) the amount of the maintenance and operations ad valorem taxes that the Applicant would have paid to the District for such Tax Year (determined by using the District’s actual maintenance and operations tax rate for such Tax Year) if the Parties had not entered into this Agreement. The calculation and comparison of the amounts described in clauses (i) and (ii) of the preceding sentence shall be included in all calculations made pursuant to Article IV of this Agreement, and in the event the sum of the amounts described in said clause (i) exceeds the amount described in said clause (ii), then the payments otherwise due from the Applicant to the District under Articles IV, V, and VI shall be reduced until such excess is eliminated.

  • Additional Limitation of Liability The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be. Further, the liabilities and obligations of any series of the Trust shall be enforceable only against the assets belonging to such series, and not against the assets of any other series.

  • General Limitation of Liability 7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share.

  • Additional Limitation (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

  • General Limitation Xxxxxx Mae shall be liable under the terms of the Lower Tier Classes, the Certificates and this Trust Agreement only to the extent of faithful performance of the duties and responsibilities imposed by the terms of the Lower Tier Classes, the Certificates and this Trust Agreement.

  • Indemnification Limitations (a) Purchaser shall be under no liability to indemnify Seller under 10.3.1 and no claim under Section 10.3.1 of this Agreement shall:

  • Applicability of ISP; Limitation of Liability Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

  • Applicability of ISP and UCP; Limitation of Liability Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

  • Additional Limitations In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

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