Claim Limitations. No action, regardless of form, arising from this Agreement may be brought by either party more than one year after the cause of action has accrued, except that an action for non-payment may be brought within one year after the later of the date of last payment or the date such unpaid amount should have been paid.
Claim Limitations. (a) A Party shall not be liable with respect to any claim hereunder to the extent the liability or loss of the other Party in respect thereof (i) is incurred or increased as a result of any legislation or regulation (including those applicable to tax rates) not in force at the Effective Date, any withdrawal of any published concession or ruling by any relevant tax authority, or as a result of any change in legislation or regulation thereafter; (ii) would not have arisen but for an act or omission carried out after the date of this Agreement (other than in the ordinary course of business) by Buyer or its Affiliates and which was carried out by a person who knows or reasonably should have known that it would result in an increase in the liability of the Seller hereunder; (iii) was or is subject to being offset or reimbursed by a reduction in tax liability of the other Party or payment to such other Party of insurance; (iv) a matter which has arisen in respect of any act or omission stipulated to be carried out or omitted pursuant to this Agreement or which is carried out or omitted at the written request of the Party asserting the claim; or (v) a matter which was provided for or taken into account in calculating the Purchase Price under Section 5.03.
(b) After Closing occurs, a Party may not bring a claim for breach of a representation or warranty hereunder to the extent the basis for the claim is known to the Party prior to the Closing (i.e., is within Seller's knowledge or Buyer's knowledge, as the case may be); provided, however, that if a Party obtains knowledge of the specific basis of a claim after the date hereof and prior to the Closing Date that constitutes a material breach of a representation or covenant and discloses such specific basis to the other Party in writing, and, if the transaction contemplated herein is consummated, the Party so disclosing such specific basis shall not be precluded solely by the operation of this Section 17.08(b) from bringing a claim for breach hereunder; provided further, however, that the consent of the Party receiving such disclosure to proceed to Closing shall be required if the Party making such disclosure is entitled or claims to be entitled to terminate this Agreement under Section 16.01(b)(iii), failing which consent neither Party shall be obligated to close hereunder.
(c) Nothing in this Article 17 shall derogate from either Party's obligation to mitigate any loss which it suffers in consequence of a breach of...
Claim Limitations. Except as otherwise provided herein, no amount shall be payable in indemnification under Article 14 in respect of any claim (each, a “Claim”) unless the aggregate amount of Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement and, so long as the transactions contemplated by the EMEA Agreement are consummated, Article 14 of the EMEA Agreement exceed the Threshold (as such term is defined below), in which case all Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement or Article 14 of the EMEA Agreement will be indemnified. As used in this Agreement, the “Threshold” shall mean Five Hundred Thousand Dollars ($500,000), provided that if the closing described in Article 12 of the EMEA Agreement occurs, the Threshold shall be increased to One Million Dollars ($1,000,000), and any amounts previously paid by Buyer or Goodyear, respectively, for Losses that do not, in the aggregate exceed such increased Threshold, shall be promptly refunded to the party that made such indemnity payment. In addition:
(a) no claim for indemnification shall be asserted with respect to any single Claim for Losses in an amount less than Twenty Five Thousand Dollars ($25,000) and no such claim shall be considered for calculation of the Threshold;
(b) all Losses arising from the same operative facts and circumstances shall be deemed a single aggregate Claim;
(c) no claim for indemnification under this Article 14 shall first be asserted after the expiration of the applicable survival period set forth in Article 13 of this Agreement;
(d) notwithstanding anything else set forth herein, none of the limitations for claims in this Section 14.3 (including, without limitation, the Threshold apply to (i) indemnification obligations under Section 14.1(b), 14.1(c) or 14.2(b) of this Agreement or (ii) indemnification obligations under Article 10 of this Agreement; and
(e) for the purpose of determining whether the Threshold or the de minimis amount set forth under Section 14.3(a) has been reached, Losses expressed in currencies other than in US Dollars shall be converted in US Dollars on the basis of the relevant exchange rate as published in the New York Times on the day upon which the corresponding indemnification shall be due or would have been due had the Threshold been then reached.
Claim Limitations. Notwithstanding anything else contained in this Agreement, the obligations set forth in Sections 7.1 and 7.2 are subject to the following limitations:
(a) The maximum aggregate amount of Losses for which the indemnifying party shall be liable to the indemnified party, in respect of any and all claims, shall be an amount equal to the Purchase Price.
(b) The Vendor and the Shareholder will not be liable for any Losses to the Purchaser unless the aggregate amount of the Purchaser’s liability in respect of all such Losses exceeds, in the aggregate, 0.5% of the Purchase Price, and, in such case, the Vendor and the Shareholder shall be liable for the amount of all such Indemnity Claims (subject to Section 7.3(a)).
(c) Under no circumstances shall any indemnified parties be indemnified for punitive damages, except with respect to a claim by a third party, in which case only to the extent of the amount of punitive damages payable to such third party as determined by a final, non-appealable award of a court of competent jurisdiction, or any other damages, including special, incidental consequential, indirect or any other similar damages, including lost profits, lost revenues, business interruptions or loss of business opportunity or reputation.
(d) In the event an indemnification payment is made by an indemnifying party to an indemnified party in respect of a Loss and the indemnified party receives a payment under an insurance policy in connection with such Loss, the indemnified party shall, within 5 Business Days, make payment to the indemnifying party of immediately available funds in an amount equal to the lesser of (i) the insurance amount received by the indemnified party; and (ii) the amount of the applicable indemnification payment made by the indemnifying party hereunder, in each case, net of the annual insurance premium increases directly related to the Warranty Claim for which such insurance payment was made.
(e) None of the Purchaser's Indemnified Persons shall be entitled to assert a Warranty Claim if any party or its representatives had knowledge of such actual or alleged breach at or prior to the Closing Date by reason of the Vendor or its representatives having delivered notice thereof in a schedule, supplemental schedule, an officer's certificate, or other written notice.
(f) The Purchaser acknowledges that all representations and warranties made by the Vendor and the Shareholder contained in this Agreement or any Ancillary Agreement are subject to ...
Claim Limitations. 18.1 Time of Assertion. Any claim by either party arising out of or relating to this Agreement must be brought no later than one year (360 days) after the latter of: (i) the date the claim arises, or (ii) the date the claimant first becomes aware of the claim. Claims not brought within the time provided herein shall be barred and forever discharged.
Claim Limitations. Notwithstanding any other provision of this Article 9, any Claim made hereunder shall be subject to the following limitations:
(i) except for Claims relating to the breach of the license agreement set forth in Exhibit A hereto, no Claim for indemnification may be made by an Indemnified Party after December 31, 2003;
(ii) with respect to any Claim relating to the breach of the license agreement set forth in Exhibit A hereto, no Claim for indemnification may be made by an Indemnified Party after the expiration of six (6) months following the termination of such license agreement; and
(iii) no Claim shall be made against the Seller or the Buyer (as the case may be) until the aggregate amount of Losses with respect to which all Indemnified Parties are entitled to seek indemnification by such Indemnifying Party exceeds $10,000.
Claim Limitations. If, but only if, the Closing occurs, the following limitations will apply to any Claim by the Purchaser against the Indemnifying Parties relating to an Agreement Default by the Company or by any one or more of the Company Securityholders:
(a) Thresholds: subject to clause 7.7, the Purchaser will not be entitled to make any Claim against the Indemnifying Parties and the Indemnifying Parties will not be liable in respect of any Claims (excluding Securityholder Warranty Claims), unless the aggregate amount of liability arising from all such Claims exceeds $250,000, in which case the Purchaser may claim the entire amount and not merely the excess but, once any Claim or Claims have reached that aggregate amount, no thresholds of any nature whatsoever will apply to any subsequent Claims. For greater certainty, no thresholds of any nature whatsoever will apply to Securityholder Warranty Claims;
(b) Maximum Liability for Claims: subject to clause 7.7,
(i) the aggregate amount of liability for all Claims, excluding:
(u) Fraud Claims;
Claim Limitations. (a) Other than for Excluded Liabilities and covenants that are required to be fulfilled on and after the Closing Date and except as provided in Section 17.03(d), a Party shall not be liable with respect to any claim hereunder to the extent the liability of the Party in respect thereof is incurred or increased as a result of any legislation or regulation not in force at the Effective Date or as a result of any change in legislation or regulation thereafter.
(b) It is intended that the provisions of this Agreement with respect to claims by one Party against the other shall apply to all claims relating to the transactions contemplated hereby, regardless of whether such claim is based in tort (including, without limitation, negligence), contract, or otherwise.
Claim Limitations. If, but only if, the Closing occurs, the following limitations will apply to any Claim by the Purchaser against the Indemnifying Parties relating to an Agreement Default by the Company or by any one or more of the Company Securityholders:
Claim Limitations. You agree that any cause of action arising out of or re- lated to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
