Pre-Closing Covenant means the covenants and agreements contained in Section 6.1(a), (b), (c), (d), (i), (j), (m), (n), (o), (q), (r) and, solely as it relates to the other subsections listed in this definition, (s).
The applicable period of such survival set forth in this Section subsequent to Closing is referred to as the "Survival Period." Any claims as to a breach or default of a representation, warranty, covenant or agreement (including a Pre-Closing Covenant) under Section 11.2 or Section 11.3 must be asserted in writing with reasonable particularity by the party making such claim within the applicable Survival Period.
Party has any obligation or Liability under this Article XII for any breach of any representation, warranty or Pre-Closing Covenant to the extent the Indemnified Party or Parties claiming such breach had actual or constructive knowledge, prior to the Closing, of the facts or circumstances alleged to give rise to such breach.
All covenants and agreements of the parties contained herein (other than any covenants or agreements contained in Article VIII which are subject to Article VIII) shall survive the Closing and shall terminate and expire upon performance; provided, that the right to make a claim for indemnity pursuant to Sections 11.02(b) or 11.03(b) with respect to any breach or non-fulfillment of any Specified Pre-Closing Covenant shall terminate and expire on the first anniversary of the Closing Date.
The indemnification rights provided in this Article VIII shall be the sole remedy for breach of any representation, warranty or Pre-Closing Covenant contained in this Agreement.
Buyer and the other members of the Buyer Group shall not be entitled to recover from Seller for any Indemnity Claim pursuant to Section 9.02(a), or Section 9.02(b) with respect to any Pre-Closing Covenant of Seller, any monetary amount in respect of Damages in excess of the then remaining balance of the Indemnity Cap for Seller.