Survival Expiration Date definition

Survival Expiration Date has the meaning specified in Section 12.1.

Survival Expiration Date shall have the meaning set forth in Section 8.4(a).

Survival Expiration Date has the meaning set forth in Section 6.1(A).

Examples of Survival Expiration Date in a sentence

• The provisions of this Agreement shall not merge with the delivery of the Deed, but shall survive the Closing indefinitely, except that the Representations and Warranties of Seller in Section 5 above shall terminate at 11:59 p.m. Pacific Time on the Survival Expiration Date.

• The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any Liability that it may have to such Indemnified Party with respect to any claim made pursuant to Section 8.1 or 8.2 hereof, other than (i) to the extent the Indemnifying Party is actually prejudiced by such failure and (ii) notices for claims in respect of a breach of a representation or warranty delivered after the Survival Expiration Date shall not be valid under this Article VIII.

• Buyer shall have the right to bring an action thereon only if Buyer has given Seller written notice of the circumstances giving rise to the alleged breach on or before the Survival Expiration Date.

• Seller shall have the right to bring an action thereon only if Seller has given Buyer written notice of the circumstances giving rise to the alleged breach before the Survival Expiration Date.

• Any claim pursuant to Section 11.02(a)(iii) must be made on or prior to the Survival Expiration Date; provided, that if written notice of such a claim has been given in the manner required by this Article XI on or prior to the Survival Expiration Date, then such claim shall survive until such claim has been finally resolved pursuant to this Article XI.

More Definitions of Survival Expiration Date

Survival Expiration Date means, with respect to any representation, warranty, covenant or agreement contained herein, the date on which the survival period for such representation, warranty, covenant or agreement expires pursuant to Section 10.1.

Survival Expiration Date is defined in Section 10.9.

Survival Expiration Date has the meaning set forth in Section 8.1.

Survival Expiration Date shall have the meaning assigned to such term in Section 11.1 of this Agreement.

Survival Expiration Date has the meaning set forth in Section 10.3(d).

Survival Expiration Date means the date that is eighteen (18) months after the Closing Date; provided, that: PUBLIC COPY

Survival Expiration Date has the meaning set forth in Section 10.1(a) of this Agreement. “Target Working Capital” means negative five hundred and sixty seven thousand dollars (-$567,000). “Tax”, “Taxation”, “tax” and “taxation” means (i) all forms of taxation and statutory, governmental, supra-governmental, state, principal, local government or municipal impositions, duties, contributions, deductions, charges and levies in the nature of a tax, including, without limitation, any net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, value-added, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, stamp, environmental or similar taxes, in each case whether of Israel or elsewhere and whenever imposed, and all penalties, interest and additions to tax relating thereto, (ii) any liability for the payment of amounts described in clause (i) as a result of being or having been a member of an Affiliated Group for any period, and (iii) any liability for the payment of amounts described in clause (i) by Contract, as a result of any express or implied obligation to indemnify any other Person, as a transferee or successor or otherwise by operation of Legal Requirements. “Tax Claim” has the meaning set forth in Section 6.4(a) of this Agreement. “Tax Incentives” has the meaning set forth in Section 2.14(e) of this Agreement. “Tax Indemnity Escrow Amount” means $700,000. “Tax Indemnity Escrow Retained Amount” has the meaning set forth in Section 10.7(e). 5-18