Covenant Survival Period definition

Covenant Survival Period shall have the meaning set forth in Section 10.1(b).
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Covenant Survival Period has the meaning ascribed to it in Section 8.01.
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Covenant Survival Period shall have the meaning set forth in Section 5.1 hereof.
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Examples of Covenant Survival Period in a sentence

  • All obligations, liabilities and indemnities that may be asserted or claimed by Buyer against Seller under this Agreement shall be asserted, if at all, no later than prior to expiration of Seller’s Representation, Warranty and Covenant Survival Period and all such claims in the aggregate shall be capped at (and in no circumstances shall exceed) the Escrow Holdback Amount, said amount being the full and absolute cap of liability against Seller for any and all post-Closing claims by Buyer against Seller.

  • Notwithstanding the foregoing, claims made pursuant to Section 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c) and (d) and claims based upon Fraud committed by Seller or the Selling Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

  • The term “Survival Expiration Date” shall also include the date on which the Pre-Closing Covenant Survival Period expires.

  • Any claim brought during the Pre-Effective Date Covenant Survival Period shall survive until such claim is resolved pursuant to and subject to final resolution of the dispute resolution process under Section 16.19 of this Operating Lease, but any claims not timely brought shall terminate and be of no further effect at the expiration of the Pre Effective Date Covenant Survival Period.

  • No claims for any Loss or otherwise based on any breach of any representation or warranty or non-fulfillment of or failure to perform any covenant or agreement on the part of the Company or Genius made in or pursuant to this Agreement shall be made after the expiration of the Warranty Survival Period or the Covenant Survival Period, respectively.

Related to Covenant Survival Period

  • Survival Period has the meaning set forth in Section 11.1.

  • Survival Date has the meaning set forth in Section 9.1.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Revival Period means the period of five consecutive years from the date of discontinuance of the Policy, during which period the Policyholder is entitled to revive the Policy, which was discontinued due to the non-payment of Premium, in accordance with the terms of Revival of a Policy.

  • Covenant Relief Period means the period commencing on the Amendment No. 1 Effective Date and ending on and including December 31, 2022.

  • Covenant Suspension Event has the meaning assigned to such term in Section 4.19.

  • Covenant means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

  • Non-Competition Period means the period beginning at the end of the Term and ending one (1) year after the end of the Term.

  • Noncompetition Period has the meaning set forth in Section 9.01.

  • Covenant Period means the period of time from the date of this Agreement to the date that is two years after the Date of Termination.

  • Cure Period means the period specified in this Agreement for curing any breach or default of any provision of this Agreement by the Party responsible for such breach or default and shall:

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Covenant Testing Period means a period (a) commencing on the last day of the fiscal quarter of Borrower most recently ended prior to a Covenant Trigger Event for which Borrower is required to deliver to Administrative Agent quarterly or annual financial statements pursuant to Section 5.2 of this Agreement, and (b) continuing through and including the first day after such Covenant Trigger Event that Availability has equaled or exceeded the greater of (i) 10% of the Borrowing Limit, and (ii) $15,000,000 for 60 consecutive calendar days.

  • Covenant Trigger Period means the period (a) commencing on the date that (i) an Event of Default occurs or (ii) Availability is less than the greater of (x) 10% of Available Credit and (y) $50,000,000 and (b) continuing until there has been a period of 30 consecutive days thereafter during which at all times (i) no Event of Default exists and (ii) Availability shall have been not less than the greater of (x) 10% of Available Credit and (y) $50,000,000.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Renewal Period “Buyer” and “Default” have the same meanings respectively as they have in the Water Agreement.

  • Covenants means the covenants set forth in Section 4 of this Agreement. To acknowledge your agreement to and acceptance of the terms and conditions of this Agreement, please sign below in the space provided within five (5) days of the date of this Agreement and return a signed copy to my attention. If the Agreement is not signed and returned within (5) days, the terms and conditions of this Agreement will be deemed withdrawn. Sincerely, MEDQUIST INC. By: Xxxxx X. Xxxxxxx President Accepted and Agreed:

  • Excluded Representations has the meaning set forth in Section 7.3(a).

  • Covenant Trigger Event shall occur at any time that Availability is less than the greater of (a) $12.5 million and (b) 10% of the Line Cap then in effect. Once commenced, a Covenant Trigger Event shall be deemed to be continuing until such time as Availability equals or exceeds the greater of (i) $12.5 million and (ii) 10% of the Line Cap then in effect for 30 consecutive days.

  • Additional Defeasible Provision means a covenant or other provision that is (a) made part of this Indenture pursuant to an indenture supplemental hereto, a Board Resolution or an Officer’s Certificate delivered pursuant to Section 3.1, and (b) pursuant to the terms set forth in such supplemental indenture, Board Resolution or Officer’s Certificate, made subject to the provisions of Article Thirteen.

  • Covenant Compliance Event means that Excess Availability at any time is less than the greater of (a) ten (10%) percent of the Line Cap or (b) $7,000,000. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded the amounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement. The termination of a Covenant Compliance Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Non-Recourse Parties has the meaning provided in Section 12.16.

  • Nonsolicitation Period means the Employment Period and a period ending eighteen months after the Date of Termination;

  • Non-Qualifying Party means any Borrower or any Guarantor that on the Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

  • Dispute Period shall have the meaning specified in Section 9.3(a).