Applicable Limitation Date means the second anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a breach of the representations and warranties of the Company and the Sellers set forth in Sections 5.10 (Taxes) and 5.17 (Employee Benefit Matters), the Applicable Limitation Date shall be the 30th day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the Tax which gave rise to such Loss, (ii) with respect to any Loss arising from or related to a breach of the representations and warranties of the Company and the Sellers set forth in Section 5.22 (Environmental Matters), the Applicable Limitation Date shall be the fifth anniversary of the Closing Date, and (iii) with respect to any Loss arising from or related to a breach of the representations and warranties of the Company and the Sellers set forth in Section 5.1 (Organization and Corporate Power), Section 5.2 (Authorization of Transactions), Section 5.3 (Capitalization), Section 5.5 (Absence of Conflicts), Section 5.14 (Brokerage) or Article V (Representations and Warranties with Respect to the Sellers) and with respect to any Loss arising from or related to a breach of the representations and warranties of the Purchaser set forth in Section 7.1 (Organization an Corporate Power), 7.2 (Authorization of Transactions), 7.3 (No Violation) or 7.6 (Brokerage), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever).
Applicable Limitation Date means the second anniversary of the Closing Date; provided that the Applicable Limitation Date with respect to the following Losses shall be as follows: (i) with respect to any Loss arising from or related to a breach of the representations and warranties of Seller set forth in Section 5.8 (Taxes) or Section 5.14 (Employee Benefit Plans), the Applicable Limitation Date shall be the 30th day after expiration of the applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled), if any, giving rise to such Loss, (ii) with respect to any Loss arising from or related to a breach of the representations and warranties of Seller set forth in Section 5.1 (Organization and Corporate Power), Section 5.2 (Authorization of Transactions), clauses (i), (iii) and (iv) of Section 5.4 (Absence of Conflicts), clause (i) of the first sentence of Section 5.10(b) (Title to Proprietary Rights) or Section 5.18 (Title to Property), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely) and (iii) with respect to any Loss arising from or related to a breach of the representations and warranties of Buyer set forth in Section 6.1 (Organization and Corporate Power) or Section 6.2 (Authorization of Transactions) or Section 6.3 (No Conflicts), there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive indefinitely). The covenants and agreements of each Party set forth in this Agreement shall survive forever.
Applicable Limitation Date is defined in Section 9.1(a).
Examples of Applicable Limitation Date in a sentence
Notwithstanding the foregoing, no Party shall be entitled to recover for any Loss pursuant to Section 5.2(a) or Section 5.2(b) unless written notice of a claim thereof is delivered to the other Party prior to the Applicable Limitation Date, in which case such representation, warranty, covenant or agreement shall survive as to such claim until such claim has been finally resolved, without the requirement of commencing an action in order to extend such survival period or preserve such claim.
More Definitions of Applicable Limitation Date
Applicable Limitation Date shall have the meaning set forth in Section 7(a).
Applicable Limitation Date means March 31, 2001; provided that the Applicable Limitation Date with respect to any Loss arising from or related to a breach of the representations and warranties of the Company set forth in Section 3.1 (Organization and Qualifications; Subsidiaries), 3.2 (Capitalization; Subsidiaries), 3.3 (Authority Relative to this Agreement), and 3.9 (Taxes) of the Merger Agreement shall be the date of expiration of the statute of limitations applicable to the statute, regulation or other authority which related to such Loss (including extensions or waivers thereof). All statements as to factual matters contained in any certificate or other instrument delivered at the Closing on behalf any Shareholder, the Company or its Subsidiaries shall be deemed to be representations and warranties by such party hereunder as of the Closing Date.
Applicable Limitation Date means the date that is twelve (12) months from the Closing Date; provided, however, that the Applicable Limitation Date:
Applicable Limitation Date means (i) with respect to Fundamental Representations, indefinitely, (ii) with respect to SOL Representations, 12 months after the date upon which the applicable statute of limitations expires, and (iii) with respect to representations or warranties other than Fundamental Representations and the SOL Representations, the date that is 18 months following the Closing Date.
Applicable Limitation Date means the first (1st) anniversary of the Closing Date; provided, however, that the Applicable Limitation Date with respect to the following Losses shall be as follows:
Applicable Limitation Date shall have the meaning set forth in Section 9.1.
Applicable Limitation Date means the date which is nine (9) months after the Closing Date; provided that there shall be no Applicable Limitation Date (i.e., such representations and warranties shall survive forever) with respect to any Loss arising from or related to a breach of the representations and warranties of the Seller Parent set forth in Section 6.1 (Organization and Corporate Power), Section 6.2 (Authorization of Transactions), Section 6.3 (Absence of Conflicts), Section 6.4 (Capitalization), Section 6.10 (Purchased Assets), Section 6.11 (Taxes) or Section 6.18 (Brokerage), and with respect to any Loss arising from or related to a breach of the representations and warranties of the Purchasers set forth in Section 7.1 (Organization and Corporate Power), Section 7.2 (Authorization of Transactions), Section 7.3 (Absence of Conflicts), Section 7.7 (Capitalization) or Section 7.9 (Brokerage) (collectively, the “Fundamental Representations and Warranties”). Notwithstanding anything to the contrary in this Agreement, except for claims under this Agreement relating to (i) any breach of any of the Fundamental Representations and Warranties or (ii) any Retained Liability, recourse by Purchasers or Purchaser Parties (as defined below) against the Escrow Account shall be the sole and exclusive right and remedy exercisable by such Purchasers or Purchaser Parties for any other claim under this Agreement including without limitation for any misrepresentation or breach of representation or warranty made by Sellers in this Agreement, the schedules, exhibits hereto or in any of the certificates or other instruments or documents delivered by Sellers pursuant to this Agreement, or exhibits or schedules hereto or for any nonfulfillment or breach of any covenant, agreement or other provision by Sellers under this Agreement, or exhibits or schedules hereto and except for claims relating to any of the matters specifically set forth in (i) and (ii) above, the liability of the Sellers hereunder shall be limited so that the Sellers shall not be obligated to pay any amount for indemnification or otherwise under this Agreement in an aggregate amount in excess of the Escrow Amount. Notwithstanding the foregoing sentence, nothing in this Agreement shall limit the liability in amount or otherwise of the Sellers with respect to any fraud, criminal activity or intentional breach by Sellers of any covenant contained in this Agreement brought within the applicable statute of limitations for an action with re...