Commencing Actions Sample Clauses

Commencing Actions. Any action against any party hereto that is not commenced on or before the third anniversary of the Closing Date shall be deemed waived, and no person shall have any remedy against any party therefor; provided, however, that actions by Buyer or APPM against any Seller or Principal Stockholder may be commenced at any time with respect to actions (i) that constitute fraud or intentional misrepresentation by any Seller or Principal Stockholder; (ii) that result from the failure of any Seller or Principal Stockholder to pay any taxes or any penalties, assessments or interest thereon; (iii) that result from the failure of any Seller or Principal Stockholder to deliver to Buyer or APPM good, valid and marketable title to the Purchased Assets; or (iv) that result from any breach of Section 5.13 or Section 5.22 or any misrepresentation relating to the representations and warranties set forth therein.
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Commencing Actions. If the Closing occurs, then any action against any party hereto for Breaches of this Agreement occurring on or prior to the time of the Closing that is not commenced pursuant to Section 10.7 (Dispute Resolution) within one year of the effective date of the Services Agreement, or withheld against pursuant to Section 10.2(d) (Form of Payment; Interim Losses) shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if (i) any Superholdings Indemnitee is subject to Losses for Breaches of Sections 6.5(b) (Tax Matters), 6.5(c) (Litigation), or 6.6(h) (Environmental Matters), such Superholdings Indemnitee may commence an action against the Members to recover such Losses within two years of the effective date of the Services Agreement and (ii) such Superholdings Indemnitee is subject to Losses for Breaches of Sections 6.3(b) (Capitalization of LLC Holdings) or 6.3(c) (Ownership and Transfer by Members), such Superholdings Indemnitee may commence an action against the Members to recover such Losses at any time that such Superholdings Indemnitee is subject to Losses with respect thereto; provided, that, in each circumstance described in (i) and (ii) above, such Superholdings Indemnitee shall use reasonable best efforts to obtain for itself and for the Members (or if the Member Indemnitors have assumed the defense of the Asserted Liability, to cooperate with them in obtaining, at their expense) the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. 46 (e) Allocation of Losses Among Sellers . . . . . . . 46 10.2
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Commencing Actions. If the Closing occurs, then any action against any party to this Agreement for misrepresentations herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) on or before April 30, 1998 shall be deemed waived, and no person shall have any remedy against any party for any such misrepresentations; provided, however, that such actions by Buyer or Buyerparent against the Sellers for misrepresentations (i) in Section 6.4(b) (Tax Matters) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or prior to December 31, 2003, and (ii) in Sections 6.4(c) (Litigation), 6.5(a) (Mortgage Banking Licenses and Qualifications), 6.5(b) (Mortgage Loans), 6.5(c) (Enforceability), 6.5(d) (Title to Certain Mortgage Loans; Mortgage Loan Conveyance Agreements), 6.5(e) (No Recourse), or 6.5(f) (Compliance with Mortgage Banking Regulations) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or before December 31, 1999.
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Commencing Actions. If the Closing occurs, then any action against any party hereof for Breaches herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) within two years of the Closing Date shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if the Buyer is subject to Losses (defined below) for Breaches in Sections 6.5(b) (Tax Matters), 6.6(p) (Legal Requirements) or 6.6(q) (Environmental Matters), the Buyer may commence an action against the Stockholder to recover such Losses at any time that Buyer or the Company is subject to Losses (defined below) with respect thereto and shall not be barred by the first clause of this Section; provided, however, that Buyer shall use commercially reasonable efforts to obtain (for itself and for the Stockholder) the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. If the Closing occurs, then any action against any party hereto for Breaches of this Agreement (other than breaches of covenants or agreements) occurring on or prior to the time of the Closing that is not commenced prior to the Closing pursuant to Section 10.7 (Dispute Resolution) or withheld against pursuant to Section 10.2(d) (Form of Payment; Interim Losses) shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, (i) if any Indemnified Party is subject to Losses for Breaches in Sections 6.1(b) (Validity and Authorization; Power and Authority), 6.3 (Members' Interests), 7.1(b) (Corporate Power and Authority; Validity and Authorization) or 7.4 (Superholdings Stock) such Indemnified Party may commence an action against the Indemnifying Party to recover such Losses at any time that such Indemnified Party is subject to Losses with respect thereto and shall not be barred by the first clause of this Section and (ii) if any Superholdings Indemnitee is subject to Losses for Breaches in Section 6.5(b) (Tax Matters), such Superholdings Indemnitee may commence an action against the Members to 77 recover such Losses for one year after the Closing Date and shall not be barred by the first clause of this Section; provided, further, that any such Indemnified Party shall use reasonable best efforts to obtain for itself and for the Indemnifying Party the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. If the Closing occurs, then any action against any party hereof for Breach that is not commenced pursuant to Section 14.4 hereof within twenty-one (21) months of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party for any such Breach; provided, however, that if the Buyer is subject to Damages (as defined below) for Breaches of a representation or warranty in Section 4.2 (Authority), Section 4.6 (Tax Matters), or Section 4.19 (Environmental Matters), Buyer may commence an action against Seller to recover Damages at any time that Buyer is subject to Damages with respect thereto and shall not be barred by the first clause of this Section; provided further, however, that Buyer shall use its commercially reasonable efforts to obtain (for itself and for Seller) the benefit of any statute of limitations applicable as against any third party.
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Commencing Actions. If the Closing occurs, then any action against any party hereto for any Breach, which action is not commenced pursuant to SECTION 10.5 hereof within one (1) year of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party hereto for any such Breach; PROVIDED, HOWEVER, that if the Buyer is subject to Damages (as defined below) for Breaches of matters set forth in SECTION 4.17 (ENVIRONMENTAL MATTERS), the Buyer may commence an action against the Seller to recover Damages for such Breaches at any time within the applicable statute of limitations relating to such matter during which the Seller is subject to Damages with respect thereto, and the Buyer shall not be barred in such instance by the first clause of this Section; PROVIDED FURTHER, HOWEVER, that the Buyer shall use its Best Efforts to obtain (for itself and for the Seller) the benefit of any statute of limitations applicable as against any third party.
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Related to Commencing Actions

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Closing Actions At the Closing:

  • Interim Actions In the case of a Material Default that causes continuing damages to the Sellers for which indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all such damages, the Sellers and the Purchasers shall cooperate in good faith to implement appropriate interim actions to mitigate such damages until the Corrective Action Plan is finalized. The parties shall develop and implement such interim actions on timelines that are commensurate with the severity of the harm and that take into account the risks to the Sellers of delay. The Purchasers shall use reasonable best efforts to mitigate the adverse consequences on the Sellers of the Material Default until the Correction Action Plan is finalized.

  • Post-Closing Actions Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that:

  • Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:

  • Compliance with Covenants The Company shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing Date.

  • No Pending Actions There are no actions, suits or proceedings pending or to the knowledge of the Company, threatened against the Company at law or in equity or before or by any Federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Company.

  • Trustee Dealings with Company The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

  • No Pending Action No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.

  • Subsequent Actions If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

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