Surviving Claim definition
Examples of Surviving Claim in a sentence
Satisfaction by the Company of a New Claim in respect of a Surviving Claim of the Signatory shall constitute a valid discharge pro tanto of the Surviving Claim against the Company.
As soon are reasonably practicable following receipt of a Surviving Claim Amount in excess of $1 million, the Company shall, subject to the requirements and limitations of this Section 4.18 and compliance with outstanding obligations in respect of Indebtedness of the Company and its Subsidiaries, redeem the applicable Redemption Shares.
Purchaser hereby acknowledges and agrees that Purchaser's exclusive remedies for any Surviving Claim shall be limited to the provisions for indemnification set forth in Section 10.4, and Purchaser hereby waives and relinquishes all other rights and remedies available to it at law, in equity or otherwise (including, without limitation, the right to seek damages or equitable relief from Sellers or their Affiliates on account thereof).
Notwithstanding Clause 4.6.1, no Signatory or any person who may derive a Claim in respect of a Surviving Claim, whether by reason of subrogation or otherwise, shall be entitled to make, enforce or prove any Claim against the Company in respect of such Surviving Claim, whether in any legal proceedings, by way of proof in any insolvency proceedings affecting the Company or by way of set-off, netting, counterclaim or attachment.
The fees and expenses of the Accounting Firm in connection with its duties under this Section 1.8 shall be paid one-half (1/2) by Parent and one-half (1/2) from the Estimated Unresolved Claims Amount and the amount to be paid from the Estimated Unresolved Claims Amount shall also be considered a Surviving Claim and referred to hereafter as the “Accountant Surviving Claim.” The amount for the Estimated Unresolved Claims Amount shall be increased by the Accountant Surviving Claim.
For the purpose only of determining whether the foregoing $50,000.00 or the Deductible Amount limitations apply to any Surviving Claim, for the purposes of this Section 9.6, all representations, warranties or covenants modified by “material”, “Material Adverse Effect” or words of similar import shall be deemed not to be so modified.
The provisions of this Section 10.3 shall survive the Closing for a period of twelve (12) months (as the same may be extended to allow for the resolution of any Surviving Claim).
The terms of this Section 10.5 shall survive the Closing for a period of twelve (12) months (as the same be extended to allow for resolution of any Surviving Claim).
As used herein, the term "Surviving Claim" means any claims, suits, demands, actions or causes of action asserted by third parties (other than claims by Devcon or any subcontractor to Devcon) against M-F Downtown or the other Landlord Parties arising out of acts, omissions or events which occur prior to the Closing and which are the type of indemnification obligation which would, in accordance with the terms of the applicable Lease or Work Letter, survive the expiration of the term of the applicable Lease.
The foregoing $50,000.00 and Deductible Amount limitations shall not apply to a Surviving Claim related to actual, knowing and intentional fraud by any of Wyndham, Owners or their Affiliates leading to such party’s breach of a Surviving Representation or default under a Surviving Covenant.