Extended Survival Date definition

Extended Survival Date means the date that is the fifth (5th) anniversary following the Closing Date.
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Extended Survival Date has the meaning set forth in Section 10.1(b). “Final Purchase Price” has the meaning set forth in Section 1.4(e). “Founders” means Xxxxx Xxxxxxxx, Mille Gandelsman and Ido Trivizki. “Fraud” means actual common law fraud with respect to the (x) making of any representation or warranty in Section 2, Section 3 or Section 4 of this Agreement, or (y) information set forth in any of the Company Certificates or Individual Selling Shareholder Closing Certificate or (z) covenant or agreement set forth in this Agreement, in each case of (x), (y) or (z) with intent to deceive another Party, and to induce such Party to rely upon such representation, warranty, covenant or agreement, enter into this Agreement or take (or refrain from taking) any action under this Agreement. The Parties acknowledge and agree that the other Parties have justifiably relied upon such representations warranties, covenants and agreements in executing and delivering this Agreement and without such representations, warranties, covenants and agreements set forth in this Agreement, such party would not enter into this Agreement or consummate the Transactions. “Fundamental Representations” means the representations and warranties set forth in Sections 2.1 (Due Organization; Subsidiaries; Etc.), 2.3 (Capitalization), 2.19 (Authority; Binding Nature of Agreement; Inapplicability of Anti-Takeover Statutes), 2.20(a) (Non-Contravention; Consents) and 2.22 (Brokers) of this Agreement. “GAAP” means U.S. generally accepted accounting principles. “General Indemnification Escrow Retained Amount” has the meaning set forth in Section 10.7(c) of this Agreement. 5-7
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Extended Survival Date shall have the meaning set forth in Section 9C(iii).
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Examples of Extended Survival Date in a sentence

  • Subject to the final sentence of this Section 9E, the obligations under Sections 9A(iii), 9A(iv) and 9A(v) shall terminate on the Extended Survival Date; provided, however, that such obligations shall not terminate with respect to any item as to which the Person to be indemnified shall have, on or prior to the Extended Survival Date, previously made a claim by delivering a written notice to the Indemnifying Party meeting the requirements set forth in Section 10A.

  • Notwithstanding anything to the contrary contained in this Agreement, unless earlier terminated in accordance with this Agreement, all obligations under Section 9A (other than obligations in respect of Direct Claims) shall terminate at such time as the General Escrow Amount has been disbursed from the General Escrow Account (it being understood that such time could be before the General Survival Date and the Extended Survival Date).

  • Unless otherwise stated therein, the representations and warranties and covenants and agreements of the Parties contained in the other Transaction Documents shall survive the Closing until the applicable Extended Survival Date; provided that, notwithstanding anything to the contrary in the foregoing, any representation and warranty shall survive indefinitely with respect to any claims for fraud.

  • Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall automatically terminate at 11:59 p.m. (ET) on the Extended Survival Date (the “Escrow Period”).


More Definitions of Extended Survival Date

Extended Survival Date has the meaning set forth in Section 8.3(a).
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Related to Extended Survival Date

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

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

  • 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.

  • Defects Liability Period (Warranty Period) means the period stated in the Schedule A Special Stipulations, following the taking over, during which the Contractor is responsible for making good defects and damage in accordance with Clause 15.

  • 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.

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

  • 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.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Extended Warranty means an agreement for a specified duration to

  • Defects Liability Period means the warranty period following the taking over, during which the Contractor is responsible for making good, defects and damage in Goods and Services provided, under the Contract.

  • Indemnity Period means the period during which the results of the business are affected beginning with the occurrence of the monetary win but not exceeding the maximum indemnity period

  • Claim Deadline means the last date by which a Claim submitted to the Settlement Administrator by a Settlement Class Member must be postmarked or submitted electronically, which will be ninety (90) Days after the Notice Deadline. All Claims postmarked or submitted electronically at the Settlement Website on or before the Claim Deadline shall be timely, and all Claims postmarked or submitted electronically at the Settlement Website after the Claim Deadline shall be untimely and barred from entitlement to any Settlement Relief.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

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

  • Non-Extension Notice Date has the meaning specified in Section 2.03(b)(iii).

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

  • Term Loan Termination Date means the earlier to occur of (a) the Term Loan Maturity Date and (b) the acceleration of the Term Loans in accordance with the terms hereof.

  • Escrow Release Date has the meaning set forth in Section 9.6.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • extended reduction (qualifying contributory benefits means a reduction under this scheme for which a person is eligible in accordance with paragraph 88 or 95;

  • Extension Minimum Condition means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

  • Defect Liability Period in relation to a work means the specified period from the date of COMPLETION CERTIFICATE upto the date of issue of FINAL CERTIFICATE during which the CONTRACTOR stands responsible for rectifying all defects that may appear in the works executed by the CONTRACTOR in pursuance of the CONTRACT and includes warranties against Manufacturing/Fabrication/ Erection/Construction defects covering all materials plants, equipment, components, and the like supplied by the CONTRACTOR, works executed against workmanship defects.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Claim Notice has the meaning set forth in Section 8.4(a).