Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows: (a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under: (i) Section 9.1(a) alleging or asserting (A) any breach or inaccuracy of any representation or warranty in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or (ii) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”), the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date; (b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below; (c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; and (d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (McBc Holdings, Inc.)
Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows:
(a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under:
under (i) Section 9.1(a10.01(a)(i) alleging with respect to any inaccuracy or asserting breach of any representation or warranty in Sections 3.01 (AIncorporation, Qualification and Authority of the Sellers) or 3.02 (Capitalization of Altair U.S.) or (ii) Section 10.02(a)(i) with respect to any inaccuracy or breach or inaccuracy of any representation or warranty in Section 4.1 4.06 (OrganizationSecurities Matters), the Claims Period shall continue indefinitely;
(b) with respect to Losses arising under Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence 10.01(a)(i) with respect to any inaccuracy or breach of Restrictions and Conflicts) (except any representation or warranty made in Section 4.5(b)3.16 (Brokers), Section 4.15 3.18 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), ) and Section 5.3 (Ownership of Equity3.20(a) (such representations Questionable Payments and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”Trade Regulation), the Claims Period shall terminate on the date that is sixty (60) days following the termination expiration of the applicable statute of limitation, if any limitations;
(the indemnification obligations of the Members c) with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, Losses arising under Section 10.01(a)(i) with respect to a claim any inaccuracy or breach of any representation or warranty made in the first sentence of Section 3.11(c) or Section 3.12 (Environmental Matters), the Claims Period shall terminate on the third (3rd) anniversary of the Closing Date;
(d) with respect to the S-ProjectLosses arising under Section 10.01(a)(ii) or Section 10.02(a)(ii), the Claims Period shall terminate on the date that of the S-Project is complete; and provided further, that, expiration of the applicable statute of limitations;
(e) with respect to a claim indemnification claims pertaining to the P-ProjectLosses arising under Sections 10.01(a)(iii), 10.01(a)(iv), 10.01(a)(v), 10.02(a)(iii) or 10.02(a)(iv), the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;continue indefinitely; and
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(cf) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreementhereunder, the Claims Period shall terminate on the date that is eighteen (18) months following after the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim claims shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Clarcor Inc.)
Claims Period. For purposes of this Agreement, a "CLAIMS PERIOD" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. No claim for indemnification hereunder or under the Escrow Agreement may be made at any time after the last day of the Claims Period for such claim. The Claims Period hereunder Periods under this Agreement shall begin on the date hereof Closing Date and terminate as follows:
(a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser ESI Losses arising under:
involving the assertion of a claim of (i) Section 9.1(a) alleging or asserting (A) any breach or inaccuracy of any representation or warranty in Section 4.1 (Organization)2.2 or Section 2.3, Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to any breach of the Sellers' covenants, agreements or and undertakings set forth in Article VII I, (iii) any breach of the Sellers' covenants, agreements and a claim under undertakings set forth in the following Sections of this Agreement to be performed on or after the Closing: Section 9.1(c)(i4.1.1(f) (Names), Section 9.1(e4.2.9 (Shareholder Releases), Section 9.1(f4.2.11, (Confidentiality), Section 9.1(g4.2.12 (Sellers' Non-Solicitation), Section 9.1(i9.3 (Assignments), Section 9.6 (Consent to Jurisdiction), Section 9.7 (Waiver of Jury Trial), Section 9.8 (Specific Performance) or Section 9.1(j9.14 (Cooperation), (iv) (the indemnification obligations any liability relating to, resulting from or arising out of the Members referenced failure of NPA to qualify as a foreign corporation in the State of Wisconsin or (v) any liability relating to, resulting from or arising out of a dispute between the Shareholders and the Shareholders' Agent in respect of this Section 9.4(a)(ii) collectively being called Agreement, the “Fundamental Covenants”)Ancillary Documents or the transactions contemplated hereby or thereby, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitationcontinue indefinitely, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, thathowever, that with respect to a claim with respect to the S-Projectcovenant herein that, by its express terms, extends only for a limited period of time, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect relating to a claim indemnification claims pertaining to breach of such covenant shall expire at the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Dateend of such period;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser ESI Losses arising under involving the assertion of a claim of (i) any breach or inaccuracy of any representation or warranty in Section 9.1(b2.6(b), Section 2.20, Section 2.21(d), Section 2.27 or Section 2.28 or (ii) any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.2.10 (Brokerage Fees) or Section 9.15 (Transaction Costs) to be performed on or after the Closing, the Claims Period shall continue for such period as is applicable in accordance with end three (3) years after the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) belowClosing Date;
(c) with respect to all other ESI Losses involving the assertion of a claim of (i) any breach or inaccuracy of any representation or warranty in Section 2.15, (ii) any liability relating to, resulting from or arising out of (x) any act or omission occurring prior to indemnification claims the Closing in connection with the Companies' Vision and Dental Businesses or (y) any Action by Purchaser Indemnified Parties for Purchaser Losses arising a Newco Employee against the Companies with respect to such Newco Employee's employment prior to the Closing, (iii) any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.1.3 (Tax Matters), (iv) any breach of the Sellers' covenants, agreements and undertakings set forth in Section 4.1.5 (Section 1031 Exchange) to be performed on or asserted under after the Closing or relating to this Agreement(v) any liability described in Section 8.1(f), the Claims Period shall terminate on the date that is eighteen (18) months following end six years after the Closing Date; and
(d) with respect to Indemnification Claims (A) ESI Losses involving the assertion of a claim of (i) breach of any covenant, agreement or undertaking made by Member Indemnified Parties for Member the Sellers in this Agreement to be performed prior to the Closing (other than pursuant to Section 4.1.3), (ii) breach of any covenant, agreement or undertaking made by the Sellers in this Agreement to be performed on or after the Closing, other than those covenants, agreements and undertakings referred to in Sections 8.4(a), 8.4(b) and 8.4(c), or (iii) breach or inaccuracy of any representation or warranty in Article II other than those representations and warranties set forth in Sections 2.2, 2.3, 2.6(b), 2.15, 2.20, 2.21(d), 2.27 or 2.28 and (B) Seller Losses relating to or arising under Section 9.2out of any breach or inaccuracy of any representation or warranty in Article III, the Claims Period shall terminate on end eighteen (18) months after the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim PeriodClosing Date. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified by an Indemnified Party of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereofhereof and the terms of the Escrow Agreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Express Scripts Inc)
Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows:
(a) (i) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under:
(i) Section 9.1(a) alleging or asserting under (A) Section 11.1(a)(i)(i) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Equity SecuritiesCapitalization), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 4.7(a) (Title to Assets; Related Matters), Section 4.14 (Tax Returns; Taxes), Section 5.1 4.19 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), Environmental Matters) and Section 5.3 4.30 (Ownership of EquitySolvency) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(iiB) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(iSections 11.1(a)(ii)-(viii) or (C) Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”11.1(b), the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitationlimitations or, if any (the indemnification obligations there is no applicable statute of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Projectlimitations, the Claims Period shall terminate on survive until the date that is five (5) years following the S-Project is completeClosing Date; and provided furtherprovided, thathowever, with respect to a claim indemnification claims pertaining Purchaser Losses arising under Section 11.1(a)(i) with respect to the P-Projectany breach or inaccuracy of any representation or warranty in Section 4.14 (Tax Returns; Taxes), if there is no applicable statute of limitations, the Claims Period shall terminate on the date that is thirty-six survive indefinitely (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for all Purchaser Losses arising under described in this Section 9.1(b) 11.4(a)(i), the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms“Surviving Obligations”); provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen and (18) month period in Section 9.4(c) below;
(cii) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreementhereunder, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; and
(db) with respect to Indemnification Claims by Member Indemnified Parties for Member Seller Losses arising under Section 9.211.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Periodcontinue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 1 contract
Samples: Purchase Agreement (University General Health System, Inc.)
Claims Period. For purposes of this Agreement, a “Claims Period” shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Period hereunder Periods under this Agreement shall begin on the date hereof Closing Date and terminate as follows:
(a) with respect to indemnification claims by Purchaser Indemnified Parties for any Purchaser Losses arising under:
(i) Section 9.1(aunder Section 8.1(a) alleging or asserting (A) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1 2.1 (Organization), Section 4.2 2.2 (Authorization), Section 4.3 2.3 (Equity SecuritiesInvestments and Subsidiaries), Section 4.5 2.4 (Absence Capitalization), Section 2.21 (Transactions with Affiliates), Section 2.29 (Brokers, Finders and Investment Bankers), the first sentence of Restrictions Section 2.30 (Business Assets) and ConflictsSection 9.2 (Economic Risk; Sophistication; Accredited Investors) (collectively, the “Fundamental Representations”) or (ii) under any of Section 8.1(b), Section 8.1(c) and Section 8.1(e) through and including Section 8.1(j), the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including by applicable statutes of limitation);
(b) with respect to any Purchaser Losses arising under Section 8.1(a), (i) with respect to any breach or inaccuracy of any representation or warranty in Section 4.5(b)2.14 (Taxes) or Section 2.16 (Company Benefit Plans), the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations and (ii) with respect to any breach or inaccuracy of any representation or warranty in Section 4.15 2.19 (Tax Returns; Taxes)Environmental, Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions Health and Conflicts), and Section 5.3 (Ownership of EquitySafety Matters) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
clauses (i) and (ii) a claim under Section 9.1(b) with respect to covenantscollectively, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental CovenantsSpecial Representations”), the Claims Period shall terminate on the date that is sixty five (605) years after the Closing Date;
(c) with respect to any Purchaser Losses arising under Section 8.1(i), that (i) would constitute a breach or inaccuracy of a Fundamental Representation (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including by applicable statutes of limitation); (ii) would constitute a breach or inaccuracy of any representation or warranty in Section 2.14 (Taxes) or Section 2.16 (Company Benefit Plans) (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall survive until ninety (90) days following the termination expiration of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is completelimitations; and provided further(iii) would constitute a breach or inaccuracy of any representation or warranty in Section 2.19 (Environmental, that, with respect Health and Safety Matters) (absent reference thereto in the Schedule relating to a claim indemnification claims pertaining to the P-Projectsuch representation or warranty), the Claims Period shall terminate on the date that is thirty-six five (365) months following years after the Closing Date;
(bd) with respect to indemnification claims by Purchaser Indemnified Parties for any Purchaser Losses arising under Section 8.1(k), the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations;
(e) with respect to any Partner Losses arising (i) under Section 9.1(b8.2(a) with respect to any breach or inaccuracy of any representation or warranty in Section 3.1 (Organization), Section 3.2 (Authorization) and Section 3.4 (Brokers, Finders and Investment Bankers) or (ii) under any of Section 8.2(b) through and including Section 8.2(e), the Claims Period shall continue for such period indefinitely, except as is limited by Applicable Laws (including any applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express termsstatutes of limitation); provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;and
(cf) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses or Partner Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen two (182) months following years after the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business 11:59 p.m. local time in Houston, Texas on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quanta Services Inc)
Claims Period. (a) Notwithstanding any right of any party (whether or not exercised) to investigate the affairs of another party, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any certificate delivered pursuant to this Agreement.
(b) The period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party (a “Claims Period hereunder Period”) shall begin on the date hereof Closing Date, and shall terminate (or not terminate) as follows:
(ai) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under:
(i) Section 9.1(a) alleging or asserting (A) any breach or inaccuracy of any representation or warranty in Section 4.1 (Organizationunder Sections 8.1(a), Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence of Restrictions 8.1(b) and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”8.1(c), the Claims Period shall terminate on the date that is sixty 540 days after the Closing Date, except to the extent that such claims arise under (60A) days following Sections 3.1(a) (Organization; Books and Records), 3.2 (Authorization, Execution and Enforceability), 3.5(c) (No Third Party Options), 3.5(d) (Ownership), and 3.20 (Brokers, Finders and Investment Bankers) hereof (the termination “Surviving Matters”), for which the Claims Period shall not terminate or (B) Sections 3.11 (Tax Returns; Taxes) or 3.13 (Employee Benefit Plans) (Sections 3.11 and 3.13, collectively, the “Tax and Employee Benefit Matters”), for which the Claims Period shall terminate upon the expiration of the applicable statute statutes of limitation, if any limitations for the subject matters thereof;
(the indemnification obligations of the Members ii) with respect to Purchaser Losses arising under Section 8.1(d), the Fundamental Representations and Claims Period shall terminate in accordance with the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, provisions thereof;
(iii) with respect to a claim Seller Losses under Section 8.2(a), the Claims Period shall not terminate;
(iv) with respect to the S-ProjectSeller Losses arising under Section 8.2(b), the Claims Period shall terminate on the date that second anniversary of the S-Project is completeClosing Date; and provided further, that, or
(v) with respect to a claim indemnification claims pertaining to the P-ProjectSeller Losses arising under Section 8.2(c), the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Periodprovisions thereof. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 1 contract
Claims Period. For purposes of this Agreement, a "Claims Period" shall be the period after the earlier of the Closing Date or the date of any termination of this Agreement pursuant to Article 8 during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Period hereunder Periods under this Agreement shall begin on the date hereof and terminate as follows:
(a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under:
(iunder Section 9.1(d) Section 9.1(a) alleging or asserting (A) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1 (Organization3.2, the third sentence of Section 3.5(a), the third sentence of Section 4.2 (Authorization3.5(d), Section 4.3 Sections 3.20 and 3.21 (Equity Securitiescollectively, the "Seller Surviving Representations") or under Sections 9.1(a), Section 4.5 (Absence of Restrictions and Conflicts9.1(e) (as to the covenants in Section 5.13 and 5.14), 9.1(g), 9.l(h), 9.1(i) and 9.1(j) (collectively, the "Seller Surviving Obligations"), the Claims Period shall continue indefinitely, except as limited by law (including by applicable statutes of limitation);
(b) with respect to Seller Losses arising under Section 9.2(b) with respect to any breach or inaccuracy of any representation or warranty in under Section 4.5(b)4.2 or Section 4.5 (collectively, the "Purchaser Surviving Representations"), Section 4.15 (Tax Returns; Taxesor under Sections 9.2(a), Section 5.1 (Authorizationd), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 e) or (Ownership of Equityf) (such representations and warranties referenced in this Section 9.4(a)(icollectively, the "Purchaser Surviving Obligations") the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), collectively being called the “Fundamental Representations”), or;
(ii) a claim under Section 9.1(bc) with respect to covenants, agreements or undertakings set forth in Article VII and a claim Purchaser Losses arising under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j9.1(k) (collectively the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”"Seller Surviving Environmental Obligations), the Claims Period shall terminate on the date that is sixty (60) days following the termination third anniversary of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;; and
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(cd) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses or Seller Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following after the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 1 contract
Claims Period. The Claims Period hereunder Periods under this Agreement shall begin on the date hereof of this Agreement and terminate as follows:
(a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under:
under (i) (x) Section 9.1(a11.1(a) alleging or asserting (A) with respect to any breach or inaccuracy of any representation or warranty contained in Section 4.1 (Organization; Title and Ownership of the Interests), Section 4.2 (Authorization), Section 4.3 (Equity SecuritiesAbsence of Restrictions and Conflicts), (y) Section 11.1(b) with respect to any breach or inaccuracy of any representation or warranty contained in Section 5.1 (Organization), Section 4.5 5.2 (Authorization), Section 5.3 (Absence of Restrictions and Conflicts), Section 5.4 (Capitalization; Ownership of Equity; Subsidiaries), and Section 5.29 (Brokers, Finders and Investment Bankers) or (z) Section 11.1(l) with respect to any breach or inaccuracy of any representation or warranty contained in Section 4.1 (Organization; Title and Ownership of the Interests), Section 4.2 (Authorization), Section 4.3 (Absence of Restrictions and Conflicts) of any Minority Purchase Agreement (except collectively clauses (x) , (y) and (z), the “Seller Fundamental Representations”) or (ii) Section 11.1(c), Section 11.1(d), Section 11.1(e), Section 11.1(f), Section 11.1(g), Section 11.1(i), Section 11.1(j), Section 11.1(k), Section 11.1(m) or Section 11.1(n) (together with Purchaser Losses arising under Section 11.1(h), collectively, the “Seller Fundamental Obligations”), the Claims Period shall continue indefinitely;
(b) for Purchaser Losses arising under Section 11.1(b) with respect to any breach or inaccuracy of any representation or warranty contained in Section 4.5(b)), Section 4.15 5.14 (Tax Returns; Taxes), Section 5.1 5.16 (AuthorizationCompany Benefit Plans), Section 5.2 5.17 (Absence of Restrictions Labor Relations) and ConflictsSection 5.19 (Environmental, Health and Safety Matters) or pursuant to Section 7.13 (Tax Matters), and Section 5.3 the Claims Period shall continue until forty five (Ownership 45) days after the expiration of Equity) the relevant statute of limitations (such representations and warranties referenced in this Section 9.4(a)(igiving effect to any applicable extensions or waivers thereof, whether automatic or permissive), collectively being called the “Fundamental Representations”), or;
(iic) a claim for Purchaser Losses arising under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”11.1(h), the Claims Period shall terminate on the earlier of (i) the date that is sixty seven (607) days years following the termination Closing Date and (B) the date on which Purchaser fails to maintain, for a period of greater than thirty (30) consecutive days, the applicable statute Product Liabilities Policy in accordance with Section 7.17, provided that if Purchaser fails to maintain such Product Liabilities Policy for any time period and such failure affects the Sellers’ indemnity obligations under Section 11.1(h) the date for purposes of limitation, if any this subclause (B) shall be the indemnification obligations date of such failure to maintain the Members Product Liabilities Policy;
(d) for Seller Losses arising under (i) (y) Section 11.2(a) with respect to the Fundamental Representations any breach or inaccuracy of any representation or warranty contained in Section 6.1 (Organization), Section 6.2 (Authorization), Section 6.3 (Absence of Restrictions and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this AgreementConflicts); provided, thatSection 6.4 (Brokers, Finders and Investment Bankers) or (z) Section 11.2(d) with respect to a claim with respect to any breach or inaccuracy of any representation or warranty contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Absence of Restrictions and Conflicts), Section 5.4 (Brokers, Finders and Investment Bankers) of any Minority Purchase Agreement (collectively clauses (y) and (z), the S-Project“Purchaser Fundamental Representations”) or (ii) Section 11.2(b), Section 11.2(c), Section 11.2(e) or Section 11.2(f) (collectively, the “Purchaser Fundamental Obligations”), the Claims Period shall terminate on the date that the S-Project is completecontinue indefinitely; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;and
(be) with respect to indemnification claims by for all other Purchaser Indemnified Parties for Purchaser Losses or Seller Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder under this Agreement (including any such claim by any Purchaser Indemnified Party pursuant to Section 11.1(h)) and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder under this Agreement until such claim is finally resolved or disposed of in accordance with the terms hereofof this Agreement.
Appears in 1 contract
Samples: LLC Interest Purchase Agreement (Vitamin Shoppe, Inc.)
Claims Period. An Indemnification Claim may be asserted only during the relevant Claims Period. The Claims Period hereunder shall begin on the date hereof of this Agreement and terminate continue in effect indefinitely or expire as follows:
(a) with respect for an Indemnification Claim pursuant to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising underSection 10.1:
(i1) the Claims Period for an Indemnification Claim pursuant to Section 9.1(a10.1(a) alleging or asserting in respect of the Selling Parties' representations and warranties in Sections 4.7 and 4.26 shall continue in effect indefinitely;
(A2) any breach or inaccuracy the Claims Period for an Indemnification Claim pursuant to Section 10.1(a) in respect of any the Selling Parties' representation or and warranty in Section 4.1 4.14 shall expire 90 days after the expiration of the applicable Tax statute of limitations;
(Organization), 3) the Claims Period for an Indemnification Claim pursuant to Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence 10.1(a) in respect of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 (Ownership of Equity) (such the selling Parties' representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII 4 (other than those in Sections 4.7, 4.14 and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i4.26) or Section 9.1(j) (shall expire on the indemnification obligations first anniversary of the Members referenced Closing Date (except in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”), the Claims Period shall terminate case of an Indemnification Claim on the date that is sixty (60) days following the termination basis of the applicable statute of limitationactual fraud or intentional misrepresentation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) which the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) belowindefinitely);
(c4) with the Claims Period for an Indemnification Claim pursuant to Section 10.1(b) shall expire on the first anniversary of the Closing Date (except in the case of an Indemnification Claim in respect to all other to indemnification claims by Purchaser Indemnified Parties of Sellers' obligations under this Article 10 or under Section 11.5, for Purchaser Losses arising or asserted under or relating to this Agreement, which the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Datecontinue indefinitely); and
(d5) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty for an Indemnification Claim pursuant to Sections 10.1(c) or (60d) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue indefinitely.
(b) for an Indemnification Claim pursuant to survive Section 10.2:
(1) the Claims Period for an Indemnification Claim pursuant to Section 10.2(a) in respect of Buyer's representations and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.warranties in
Appears in 1 contract
Claims Period. For purposes of this Agreement, a “Claims Period” shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Period hereunder Periods under this Agreement shall begin on the date hereof Closing Date and terminate as follows:
: (a) with respect to indemnification claims by Purchaser Indemnified Parties for any Purchaser Losses arising under:
(i) Section 9.1(aunder Section 8.1(a) alleging or asserting (A) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1 2.1 (Organization), Section 4.2 2.2 (Authorization), Section 4.3 2.3 (Equity SecuritiesInvestments and Subsidiaries), Section 4.5 2.4 (Absence Capitalization), Section 2.21 (Transactions with Affiliates), Section 2.29 (Brokers, Finders and Investment Bankers), the first sentence of Restrictions Section 2.30 (Business Assets) and ConflictsSection 9.2 (Economic Risk; Sophistication; Accredited Investors) (collectively, the “Fundamental Representations”) or (ii) under any of Section 8.1(b), Section 8.1(c) and Section 8.1(e) through and including Section 8.1(j), the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including by applicable statutes of limitation); (b) with respect to any Purchaser Losses arising under Section 8.1(a), (i) with respect to any breach or inaccuracy of any representation or warranty in Section 4.5(b)2.14 (Taxes) or Section 2.16 (Company Benefit Plans), the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations and (ii) with respect to any breach or inaccuracy of any representation or warranty in Section 4.15 2.19 (Tax Returns; Taxes)Environmental, Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions Health and Conflicts), and Section 5.3 (Ownership of EquitySafety Matters) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
clauses (i) and (ii) a claim under Section 9.1(b) with respect to covenantscollectively, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental CovenantsSpecial Representations”), the Claims Period shall terminate on the date that is sixty five (605) years after the Closing Date; 78 (c) with respect to any Purchaser Losses arising under Section 8.1(i), that (i) would constitute a breach or inaccuracy of a Fundamental Representation (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall continue indefinitely, except as limited by Applicable Laws (including by applicable statutes of limitation); (ii) would constitute a breach or inaccuracy of any representation or warranty in Section 2.14 (Taxes) or Section 2.16 (Company Benefit Plans) (absent reference thereto in the Schedule relating to such representation or warranty), the Claims Period shall survive until ninety (90) days following the termination expiration of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is completelimitations; and provided further(iii) would constitute a breach or inaccuracy of any representation or warranty in Section 2.19 (Environmental, that, with respect Health and Safety Matters) (absent reference thereto in the Schedule relating to a claim indemnification claims pertaining to the P-Projectsuch representation or warranty), the Claims Period shall terminate on the date that is thirty-six five (365) months following years after the Closing Date;
; (bd) with respect to indemnification claims by Purchaser Indemnified Parties for any Purchaser Losses arising under Section 8.1(k), the Claims Period shall survive until ninety (90) days following the expiration of the applicable statute of limitations; (e) with respect to any Partner Losses arising (i) under Section 9.1(b8.2(a) with respect to any breach or inaccuracy of any representation or warranty in Section 3.1 (Organization), Section 3.2 (Authorization) and Section 3.4 (Brokers, Finders and Investment Bankers) or (ii) under any of Section 8.2(b) through and including Section 8.2(e), the Claims Period shall continue for such period indefinitely, except as is limited by Applicable Laws (including any applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express termsstatutes of limitation); provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen and (18) month period in Section 9.4(c) below;
(cf) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses or Partner Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen two (182) months following years after the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business 11:59 p.m. local time in Houston, Texas on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement
Claims Period. All representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing Date. Notwithstanding the foregoing, no Indemnified Party shall be entitled to recover for any Loss pursuant to Section 10.1(a) or Section 10.2(a) unless written notice of a claim thereof is delivered to the Indemnifying Party prior to the expiration of the applicable Claims Period. The Claims Period hereunder for Losses arising from a breach or inaccuracy of the representations and warranties of each Party shall begin on the date hereof and terminate end on the date within any statute of limitations period that LimeCom or Seller is subject to ; provided that the Claims Period with respect to the following Losses shall be as follows:
: (a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses any Loss arising under:
(i) Section 9.1(a) alleging from or asserting (A) any related to a breach or inaccuracy of any representation or warranty the representations and warranties of the Company and the Sellers set forth in Section 4.1 (Organization), Section 4.2 (AuthorizationAuthority), Section 4.3 (Equity SecuritiesTitle; Capital Structure), Section 4.5 4.4 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 4.6 (Sufficiency; Title to Assets), Section 4.10 (Compliance with Laws; Permits; PCI Standards), Section 4.12 (Tax Returns; Taxes), Section 4.14 (Employee Benefit Plans), Section 4.16 (Intellectual Property), Section 4.17 (Brokers, Finders and Investment Bankers), Section 4.20 (Affiliate Transactions) and Section 4.22 (Environmental Matters), or resulting from the fraud, intentional misrepresentation, or willful misconduct of either Company or any Seller, the Claims Period shall begin on the date hereof and end on the thirtieth (30th) day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the matter which gave rise to such Loss, and (b) with respect to any Loss arising from or related to a breach or inaccuracy of the representations and warranties of the Purchaser set forth in Section 5.1 (AuthorizationOrganization), Section 5.2 (Authority), Section 5.3 (Absence of Restrictions and Conflicts) and Section 5.4 (Brokers, Finders and Investment Bankers), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i)or resulting from the fraud, collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements intentional misrepresentation or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations willful misconduct of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”)Purchaser, the Claims Period shall terminate begin on the date that is sixty hereof and end on the thirtieth (6030th) days following the termination day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the matter which gave rise to such Loss. The Claims Period shall begin on the date hereof and continue indefinitely for any Losses arising from a breach of covenants or agreements made by each Party in this Agreement (i.e., such covenants or agreements shall survive until fully performed). Seller and Xxxxxxx Xxxxxx agree that the Indemnification Period shall extend to any applicable statute of limitationlimitations in the state of Florida, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; countries of Italy and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereofIreland.
Appears in 1 contract
Samples: Stock Purchase Agreement (Next Group Holdings, Inc.)
Claims Period. For purposes of this Agreement, a "Claims Period" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Period hereunder Periods under this Agreement shall begin on the date hereof and terminate as follows:
(a) The Claims Period shall continue indefinitely, except as limited by law (including by applicable statutes of limitation), with respect to any indemnification claims by Purchaser claim of any Buyer Indemnified Parties for Purchaser Losses Party arising under:
(i) Section 9.1(a12.2(b) alleging with respect to any breach or asserting inaccuracy of any Surviving Representation in:
(A) Section 4.1 (Organization); Section 4.2 (Capitalization of the Acquired Subsidiaries), Section 4.3 (Authorization), Section 4.6(a) (Title to Assets) and Article VIII (Taxes); or
(B) Section 4.14 (Intellectual Property), but only with respect to those representations and warranties that relate to title;
(ii) Section 12.2(c), but only with respect to Actions relating to asbestos-containing gaskets allegedly manufactured or distributed by any Wabtec Group Member; or
(iii) Section 12.2(a) or Section 12.2(e).
(b) The Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to any indemnification claim of any Seller Indemnified Party arising under (i) Section 12.3(b) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1 (Organization)5.2, Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i12.3(a) or Section 9.1(j12.3(d).
(c) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”), the The Claims Period shall terminate on February 28, 2002 with respect to any indemnification claim of any Buyer Indemnified Party arising under Section 12.2(b) with respect to any breach or inaccuracy of any Surviving Representation in Section 4.7(c) or Section 4.7(d) (Financial Statements).
(d) The Claims Period shall continue indefinitely, except as limited by law (including by applicable statutes of limitations) and except as specifically limited by the date that is sixty (60) days following the termination provisions of the applicable statute of limitationcovenant, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, thatagreement or undertaking, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim all indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser of any Indemnified Parties for Purchaser Losses Party arising under Section 9.1(b12.2(d) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;12.3(c).
(ce) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the The Claims Period shall terminate on the date that is eighteen (18) months following after the Closing Date; and
(d) Date with respect to Indemnification Claims by Member all other indemnification claims of any Indemnified Parties for Member Losses Party arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim PeriodAgreement. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Appears in 1 contract
Samples: Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows:
(a) with For purposes of this Agreement, the “Claims Period” is the period during which claims for indemnification under this Article VIII (“Claims”) may be asserted by the Parent Indemnitees or Stockholder Indemnitees (as defined below).
(b) With respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses Claims arising under:
(i) Section 9.1(a8.2(b)(i) alleging or asserting (A) any with respect to a breach or inaccuracy of any representation or warranty the representations and warranties of Stockholders as set forth in Section 4.1 (OrganizationOrganization and Power), Section 4.2 (AuthorizationAuthorization and Enforceability), Section 4.3 3.3 (Equity SecuritiesCapitalization), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 3.20 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), Matters) and Section 5.3 3.31 (Ownership of EquityNo Brokers) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), orshall survive indefinitely;
(ii) a claim under Section 9.1(b8.2(a)(i) with respect to covenants, agreements or undertakings set forth any of the representations and warranties of the Company in Article VII III, other than the representations and a claim under warranties specified in Section 9.1(c)(i8.1(b)(iv), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”), ; the Claims Period shall terminate will begin on the date that is sixty Closing Date and terminate at 5:00 P.M. (60Eastern time) days following the termination of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following after the Closing Date;
(iii) Section 8.2(a)(ii), to the extent the covenants or agreements referred to therein are (A) performable on or before Closing, the Claims Period will begin on the Closing Date and terminate at 5:00 P.M. (Eastern time) on the date that is the first anniversary of the Closing Date or (B) performable after Closing, the Claims Period will continue for the period specified with respect to such covenant or, if no such period is specified, until such covenant, agreement or undertaking is fully performed;
(iv) Section 8.2(b)(i) with respect to a breach of the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely;
(v) Section 8.2(b)(i) with respect to a breach of the representations and warranties of Parent and Merger Sub in Article IV other than the representations and warranties specified in Section 8.1(b)(iv); the Claims Period will begin on the Closing Date and terminate at 5:00 P.M. (Eastern time) on the date that is eighteen (18) months after the Closing Date; and
(dvi) with respect Section 8.2(b)(ii), to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2the extent the covenants or agreements referred to therein are (A) performable on or before Closing, the Claims Period shall will begin on the Closing Date and terminate at 5:00 P.M. (Eastern time) on the date that is sixty (60) days following the termination first anniversary of the applicable statute of limitationsClosing Date or (B) performable after Closing, the Claims Period will continue for the period specified with respect to such covenant or, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless no such claim period is made during the applicable Claim Period. Notwithstanding the foregoingspecified, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim covenant, agreement or undertaking is finally resolved or disposed of in accordance with the terms hereoffully performed.
Appears in 1 contract
Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows:
(a) with For purposes of this Agreement, the “Claims Period” is the period during which claims for indemnification under this Article VIII (“Claims”) may be asserted by the Parent Indemnitees or Stockholder Indemnitees.
(b) With respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses Claims arising under:
(i) Section 9.1(a8.2(b)(i) alleging or asserting (A) any with respect to a breach or inaccuracy of any representation or warranty the representations and warranties of Stockholders as set forth in Section 4.1 (OrganizationOrganization and Power), Section 4.2 (AuthorizationAuthorization and Enforceability), Section 4.3 3.3 (Equity SecuritiesCapitalization), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 3.20 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), Matters) and Section 5.3 3.29 (Ownership of EquityNo Brokers) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), orshall survive indefinitely;
(ii) a claim under Section 9.1(b8.2(a)(i) with respect to covenants, agreements or undertakings set forth any of the representations and warranties of the Company in Article VII III, other than the representations and a claim under warranties specified in Section 9.1(c)(i8.1(b)(iv), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”), ; the Claims Period shall terminate will begin on the date that is sixty Closing Date and terminate at 5:00 P.M. (60Eastern time) days following the termination of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following after the Closing Date;
(iii) Section 8.2(a)(ii), to the extent the covenants or agreements referred to therein are (A) performable on or before Closing, the Claims Period will begin on the Closing Date and terminate at 5:00 P.M. (Eastern time) on the date that is the first anniversary of the Closing Date or (B) performable after Closing, the Claims Period will continue for the period specified with respect to such covenant or, if no such period is specified, until such covenant, agreement or undertaking is fully performed;
(iv) Section 8.2(b)(i) with respect to a breach of the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely;
(v) Section 8.2(b)(i) with respect to a breach of the representations and warranties of Parent and Merger Sub in Article IV other than the representations and warranties specified in Section 8.1(b)(iv); the Claims Period will begin on the Closing Date and terminate at 5:00 P.M. (Eastern time) on the date that is eighteen (18) months after the Closing Date; and
(dvi) with respect Section 8.2(b)(ii), to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2the extent the covenants or agreements referred to therein are (A) performable on or before Closing, the Claims Period shall will begin on the Closing Date and terminate at 5:00 P.M. (Eastern time) on the date that is sixty (60) days following the termination first anniversary of the applicable statute of limitationsClosing Date or (B) performable after Closing, the Claims Period will continue for the period specified with respect to such covenant or, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless no such claim period is made during the applicable Claim Period. Notwithstanding the foregoingspecified, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim covenant, agreement or undertaking is finally resolved or disposed of in accordance with the terms hereoffully performed.
Appears in 1 contract
Samples: Merger Agreement (Ideanomics, Inc.)
Claims Period. All representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing Date. Notwithstanding the foregoing, no Indemnified Party shall be entitled to recover for any Loss pursuant to Section 10.1(a) or Section 10.2(a) unless written notice of a claim thereof is delivered to the Indemnifying Party prior to the expiration of the applicable Claims Period. The Claims Period hereunder for Losses arising from a breach or inaccuracy of the representations and warranties of each Party shall begin on the date hereof and terminate end on the date within any statute of limitations period that LimeCom or Seller is subject to ; provided that the Claims Period with respect to the following Losses shall be as follows:
: (a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses any Loss arising under:
(i) Section 9.1(a) alleging from or asserting (A) any related to a breach or inaccuracy of any representation or warranty the representations and warranties of the Company and the Sellers set forth in Section 4.1 (Organization), Section 4.2 (AuthorizationAuthority), Section 4.3 (Equity SecuritiesTitle; Capital Structure), Section 4.5 4.4 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 4.6 (Sufficiency; Title to Assets), Section 4.9 (Compliance with Laws; Permits; PCI Standards), Section 4.11 (Tax Returns; Taxes), Section 4.13 (Employee Benefit Plans), Section 4.15 (Intellectual Property), Section 4.16 (Brokers, Finders and Investment Bankers), Section 4.19 (Affiliate Transactions) and Section 4.21 (Environmental Matters), or resulting from the fraud, intentional misrepresentation, or willful misconduct of either Company or any Seller, the Claims Period shall begin on the date hereof and end on the thirtieth (30th) day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the matter which gave rise to such Loss, and (b) with respect to any Loss arising from or related to a breach or inaccuracy of the representations and warranties of the Purchaser set forth in Section 5.1 (AuthorizationOrganization), Section 5.2 (Authority), Section 5.3 (Absence of Restrictions and Conflicts) and Section 5.4 (Brokers, Finders and Investment Bankers), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i)or resulting from the fraud, collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements intentional misrepresentation or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations willful misconduct of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”)Purchaser, the Claims Period shall terminate begin on the date that is sixty hereof and end on the thirtieth (6030th) days following the termination day after expiration of the statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) applicable to the matter which gave rise to such Loss. The Claims Period shall begin on the date hereof and continue indefinitely for any Losses arising from a breach of covenants or agreements made by each Party in this Agreement (i.e., such covenants or agreements shall survive until fully performed). Seller and Equity Holder agree that the Indemnification Period shall extend to any applicable statute of limitationlimitations in the state of Florida, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; countries of Italy and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; and
(d) with respect to Indemnification Claims by Member Indemnified Parties for Member Losses arising under Section 9.2, the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitations, if any. No Indemnified Party shall be entitled to assert any claim for indemnification under this Article IX unless such claim is made during the applicable Claim Period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereofIreland.
Appears in 1 contract
Samples: Stock Purchase Agreement (Next Group Holdings, Inc.)
