Surviving Warranties definition

Surviving Warranties shall have the meaning as set forth in Section 8.1 hereto. 40
Sample 1
Surviving Warranties has the meaning given such term in Clause 6.1.
Sample 1
Surviving Warranties means the SBL Warrants in clauses 1, 2 and 3 of Schedule 1 and the LBC Warranties in clauses 1, 2 and 3 of Schedule 2.
Sample 1

Examples of Surviving Warranties in a sentence

  • The Representations and Warranties Holdback shall be held by Warranties Holdback Escrowee to secure the payment of the Surviving Warranties (as hereinafter defined).

  • The contractor shall provide necessary equipment like hand sticks, torch lights, whistles, registers etc.

  • Except as to the Surviving Warranties, no Warranty Claim may be made by a Party unless the other Party’s liability in respect of that Warranty Claim, when that Party’s liability is aggregated with all other Warranty Claims, exceeds $250,000 (excluding all costs incurred by the claimant Party with respect to the Warranty Claim), in which case that Party shall be liable for the whole amount claimed and not just the amount by which the threshold in clause 6.3 is exceeded.

  • The Surviving Warranties are subject to certain customary limitations.

  • The respective representations and warranties of the parties contained herein (other than those set forth in Sections 3.1(c), (e), (n), (r) and (bb) hereof (the "Surviving Warranties")) shall expire on the fourth anniversary of the Effective Date; provided that there shall be no expiration of any such representation or warranty as to which a bona fide claim has been asserted by written notice of such claim delivered to the party or parties making such representation or warranty during the survival period.

  • Subject to clause 6.3, except as to the Surviving Warranties, the total aggregate liability of a Party to the other Party in respect of all Warranty Claims shall be limited to an amount equal to the value of the Contribution and Exchange Shares issued to the claimant Party as at the Completion Date.

  • If written notice of a claim for breach of any such Surviving Warranties has been given before the Expiration Date, then the relevant Surviving Warranties shall survive as to such claim, until the claim has been finally resolved.

  • Except as to the Surviving Warranties, a Party shall not be permitted to make a Warranty Claim unless it notifies the other Party in writing of the Warranty Claim before the second anniversary of the Completion Date.

  • To do this effectively requires local services working together across the statutory and voluntary sectors to consider the whole family’s needs.A young carer’s needs assessment must include an assessment of whether it is appropriate for the young carer to provide, or continue to provide, care for the person in question, in the light of the young carer’s needs for support, other needs and wishes.

  • The representations and warranties of Seller, and any covenants and indemnities of Seller which expressly survive the Closing, contained in this Agreement and in any document executed by Seller pursuant to this Agreement (“ Seller’s Surviving Warranties ”) shall survive Purchaser’s purchase of the Property only for a period commencing on the Closing Date and ending six (6) months after the Closing Date (the “ Limitation Period ”).


More Definitions of Surviving Warranties

Surviving Warranties has the meaning set forth in Section 6.1.
Sample 1
Surviving Warranties means (i) any breach of the representations, warranties, covenants and indemnities of Seller contained in Section 7 (provided, however, in no event shall any claim be asserted under this Paragraph 7.6 with respect to any physical matter or physical condition of or relating to the Premises), Section 14.1, Section 14.2(a), Section 15 and Exhibits "Q" and "R" annexed hereto and made a part hereof which expressly survive the Closing, (ii) the payment by Seller of one half (1/2) of that certain brokerage commission (the "Remy Amerique Commission "), which is payable to Xxxxx Associates LLC (the "Broker") in connection with that certain First Amendment to Lease (the "Remy Amerique Expansion Agreement"), dated as of September 1999, between Seller, as Landlord and Remy Cointreau Amerique, Inc., as tenant (the "Remy Amerique Tenant"), such one-half (1/2) commission being in the amount of [redacted] (the "Remy Amerique Commission Funds"), but only if, as and when such Remy Amerique Commission becomes payable to Broker by reason of the failure by the Remy Amerique Tenant to exercise, on or before November 30, 2000 (the "Remy Payment Date"), (ii) the Remy Amerique Tenant's right to cancel its lease at the Building as set forth in such lease as of the date of this Agreement (the "Remy Cancellation Right"), and (iii) any adjustments due to Purchaser after Closing pursuant to Section 13 hereof (all of the items described in clauses (i) through (iii) are collectively, the "Surviving Warranties"), and which Surviving Warranties result in an aggregate amount of damages or other amounts payable to Purchaser in excess of [redacted] (the "Warranties Holdback Deductible"), provided, however, that the payment of the Remy Amerique Commission in accordance with the further terms and conditions of this Section 7.6., shall not be subject to the Warranties Holdback Deductible. As used in this Section 7.6, the term Warranties Holdback Escrowee shall mean and refer to Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx.
Sample 1

Related to Surviving Warranties

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

  • Tax Warranties means the warranties contained in Part 2 of Schedule 8;

  • Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).

  • Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).

  • Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Seller Fundamental Representations means the representations and warranties set forth in Section 6.1 (Organization, Good Standing and Qualification of Seller), Section 6.2 (Authorization; Enforceability), Section 6.10 (Title to Purchased Assets) and Section 6.26 (Brokerage Commission).

  • Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).

  • Surviving Company has the meaning set forth in Section 2.1.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Merger Sub has the meaning set forth in the Preamble.

  • Effective Time has the meaning set forth in Section 2.2.

  • Merger Sub I has the meaning set forth in the Preamble.