Surviving Matters definition

Surviving Matters has the meaning set forth in Section 10.01.

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Surviving Matters. Section 8.4(c)

Surviving Matters has the meaning set forth in Section 14.02(b)(ii).

Examples of Surviving Matters in a sentence

If a partnership LESSEE shall furnish DISTRICT a copy of the published statement of doing business under a fictitious name filed with the Nevada or Placer County Clerk.
No investigation or other examination of Seller or any Owner by Buyer, its designees or representatives shall affect any Buyer Indemnified Party’s rights set forth in this Article X and shall not affect the term of survival of any representation or warranty contained herein or in any certificate or other documents delivered pursuant hereto or in connection herewith or the term of the right of any Buyer Indemnified Party to seek indemnification with respect to any of the Surviving Matters.
No investigation or other examination of Buyer by Seller or any Owner, or their respective designees or representatives shall affect any Seller Indemnified Party’s rights set forth in this Article X and shall not affect the term of survival of any representation or warranty contained herein or in any certificate or other documents delivered pursuant hereto or in connection herewith or the term of the right of any Seller Indemnified Party to seek indemnification with respect to any of the Surviving Matters.
Buyer, Parent and Surviving Company acknowledge and agree that in the event a claim under the R&W Policy with respect to the Surviving Matters is denied and Buyer’s, Parent’s or Surviving Company’s grossly negligent actions (or inaction) is the primary cause of such denial, Buyer, Parent and Surviving Company shall not be entitled to indemnity pursuant to this Agreement to the extent Blocker Seller and the Designated Unitholders are prejudiced thereby.
With respect to Losses arising from the Surviving Matters, the aggregate liability of the Sellers pursuant to Section 7.1 shall not in any event exceed the Purchase Price.
Except with respect to Losses arising from the Surviving Matters, the aggregate liability of the Sellers for Losses pursuant to Section 7.1 shall not in any event exceed the Indemnity Escrow Funds and the Purchaser shall have no claim against the Sellers other than for the Indemnity Escrow Funds.
Notwithstanding the foregoing, Purchaser Losses arising under or pursuant to any Surviving Matters, Tax and Employee Benefit Matters, Section 8.1(d) or any matter constituting fraud or illegal activity under applicable law by the Sellers or Parent shall not be subject to the Basket Amount and there shall be no “threshold amount” on the indemnification obligations of the Sellers or Parent with respect to such Purchaser Losses.
Notwithstanding anything to the contrary contained herein, the amount of any claim with respect to Surviving Matters shall not be applied or included with other claims to determine whether the Threshold has been reached.
The Parties will use their reasonable best efforts to resolve the Surviving Matters as promptly as practicable.
S▇▇▇▇▇, ▇▇ their designees or representatives, shall affect the term of survival of any representation or warranty contained herein or in any certificate or other document delivered pursuant hereto or in connection herewith, or the term of the right of the Buyer Protected Parties or the Seller Protected Parties, as applicable, to seek indemnification with respect to any of the Surviving Matters (as defined in subsection 9.2(b) hereof).

More Definitions of Surviving Matters

Surviving Matters means and refer only to the following matters (all of which shall, notwithstanding anything to the contrary in this Second Amendment, be deemed to expressly survive the mutual release set forth in Section 18.1 above): (i) the covenants and obligations of (A) Section 10.1 of the Original Lease, but only to the extent of the covenants and obligations to indemnify, defend and hold harmless Landlord and its employees and agents from and against any claims for bodily or personal injury or property damage that occurred with respect to Tenant’s use of the Expansion Space prior to the New Warehouse License Commencement Date (subject, however, to the exceptions set forth in said Section 10.1), including Tenant’s obligation to maintain insurance coverage with respect to such claims pursuant to Section 10.3.1 of the Original Lease, and (B) Section 5.3 of the Original Lease relating to Tenant’s prior use of the Expansion Space; (ii) the covenants and obligations of Section 24.1 of the Original Lease, relating to Tenant’s violation of any Laws in its prior use and occupancy of the expansion Space; and (iii) any other rights, obligations, liabilities, covenants, representations and/or warranties expressly created or reserved in this Second Amendment with respect to the Expansion Space.