Examples of Survival Period in a sentence
Notwithstanding the foregoing, Purchaser shall have no right to bring a cause of action or to seek indemnification for a breach of a representation or warranty unless: (i) the damage to Purchaser on account of such breach (individually or when combined with damages from other breaches) equals or exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Liability Floor”); and (ii) such action is timely filed in a court of competent jurisdiction prior to expiration of the Survival Period.
The failure to give such notice shall not affect the right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of the Indemnitor; provided that in any event such notice shall have been given prior to the expiration of the Survival Period.
In no event shall the Acquiring Fund or the Target Fund be obligated to indemnify the other if indemnity is not sought within ninety (90) days of the expiration of the applicable Survival Period.
If the breach occurs or becomes known to Purchaser after Closing, a claim for a breach of any representation, warranty or covenant of Seller shall be actionable only if the valid claims for all such breaches collectively aggregate more than Liability Floor, in which event the full amount of such claim shall be actionable up to the Liability Cap, and provided an action thereon shall have been filed by Purchaser against Seller prior to the expiration of the Survival Period.
It is the express intent of the parties that, if the applicable Survival Period is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened Survival Period contemplated hereby.