Duration of Indemnification Obligations. No claim for indemnification pursuant to this Article VI shall be made after January 31, 2010.
Duration of Indemnification Obligations. Claims for indemnification under this Article may only be asserted until the Escrow Termination Date.
Duration of Indemnification Obligations. Claims for indemnification under this Article VII only may be asserted within the following time periods:
(a) Claims arising out of or in connection with any Shareholder Warranty Breach under Section 2.09 (Tax Matters) may be asserted until 60 days after the running of the statute of limitations applicable to the taxable period to which a particular claim relates;
(b) Claims arising out of or in connection with any Shareholder Warranty Breach under Section 2.16 (Environmental Matters) or the Excluded Liability identified under the heading “Environmental Matters” on Schedule 7.01(c) may be asserted at any time on or prior to the [typically, second to fifth]84 anniversary of the Closing Date;
(c) Claims arising out of or in connection with any Shareholder Warranty Breach under Section 2.05 (Ownership and Control) or, 84 As a general matter, negotiations regarding the survival of representations and warranties beyond the closing of an acquisition should be governed by a realistic assessment by all parties of the time needed by the acquiror to discover a possible breach and bring a claim for that breach. See Xxxxxxxx & Xxxxxxxx, supra note 16, at 250 n.78 (“At a minimum, the buyer should request that the representations and warranties survive until they can be independently verified by the buyer in the ordinary course of business.”). This time period may vary, depending on the financial reporting cycle of the acquiror and the subject matter of the representation or warranty. If the representations do survive the closing, it will often be the case that they will survive until the expiration of the applicable statute of limitations for contracts. But it is not unusual for the parties to agree on a somewhat shorter period of time that the representations will survive and form the basis for a cause of action. Most representations will generally survive for one to two years, with those relating to taxes, employee benefits, environmental issues and due authorization of the transaction surviving significantly longer. Xxxxx et al., supra note 76, at 805. insofar as those claims relate to title to the Stock only, Section 2.20 (Title to Assets) may be asserted at any time; 85
(d) Claims arising out of or in connection with any Shareholder Warranty Breach may be asserted at any time if the applicable representation or warranty was fraudulently made;
(e) All other claims for indemnification under Section 7.01(a) may be asserted at any time on or prior to the [typically, f...
Duration of Indemnification Obligations. Claims for indemnification under this Article 8 only may be asserted within the following time periods:
(a) claims for indemnification under Section 8.02(a) for a Company Warranty Breach (excluding any Company Warranty Breach of Fundamental Representations) may be asserted at any time on or prior to the twelve (12) month anniversary of the Closing Date; and
(b) claims for indemnification under Section 8.03(a) for a Buyer Warranty Breach (excluding any Buyer Warranty Breach of Fundamental Representations) may be asserted at any time on or prior to the twelve (12) month anniversary of the Closing Date; and
(c) all other claims (including any breach of Fundamental Representations and breach of covenants or claims resulting from Fraud) may be asserted at any time up to the lesser of the (i) applicable statute of limitations, and (ii) six (6) years. For the avoidance of doubt, if a Claim is brought after the applicable survival period set forth in this Section 8.07, the Claim shall expire and be forever barred.
Duration of Indemnification Obligations. Claims for indemnification under this Article may only be asserted until the two-year anniversary of the Closing Date, or sixty (60) days after the applicable statute of limitations period, whichever is sooner, except that environmental claims shall be subject to the limitation period set forth in Section 6.07. Except for the above amended provisions, the parties reaffirm all of the provisions of the Asset Purchase Agreement dated November 4, 1996 and the same shall remain in full force and effect.
Duration of Indemnification Obligations. The indemnification obligations of Transtech and the Cooperating PRP Group, respectively, under Sections 6. C.1. and 2, and E.6.1. of this Agreement shall apply unless and until Transtech or the Cooperating PRP Group, whichever is applicable, effects a reduction of judgment or settlement as provided in Sections 6. A. and B.
Duration of Indemnification Obligations. Except for claims involving fraud or any Excluded Liability, as to which claims may be brought without limitation as to time or amount no claims for indemnification under Section 8.01(a) may be asserted after the lapse of six months after the Closing Date.
Duration of Indemnification Obligations. 54 7.10. Indemnification Threshold and Cap.....................................55
Duration of Indemnification Obligations. The indemnification obligations of the parties under this Article 8, in respect of the representations and warranties made by such party, shall be coterminous with the survival period in respect of the particular representation, warranty, or both, relating to the indemnification obligation.
Duration of Indemnification Obligations. 30 7.09. Indemnification Threshold, Cap and Payment.....................................................30 ARTICLE VIII-- MISCELLANEOUS PROVISIONS..........................................................................31 8.01. Amendments.....................................................................................31 8.02. Assignment.....................................................................................31 8.03. Counterparts; Telefacsimile Execution..........................................................31 8.04. Entire Agreement...............................................................................31 8.05. Expenses.......................................................................................31 8.06. Further Assurances.............................................................................31 8.07. Governing Law..................................................................................32 8.08. Notices........................................................................................32 8.09. Severability...................................................................................33 8.10. Successors and Assigns.........................................................................33 8.11. Waivers........................................................................................33 8.12. Arbitration....................................................................................33 8.13. Knowledge......................................................................................34 INDEX OF EXHIBITS AND ANNEXES Exhibit A - Cobalt Shareholders Exhibit B - Escrow Agreement Exhibit C-1 - Victxx Xxxxxx, Xx. Xxxloyment Agreement Exhibit C-2 - Candxxx X. Xxxx Xxxloyment Agreement Exhibit D - Form of Non-Competition Agreement Exhibit E - Fees and Expenses Exhibit F - Form of Opinion of Counsel to Cobalt Exhibit G - Form of Opinion of Counsel to UBICS Annex 5.11 - Guaranteed Obligations of Cobalt ACQUISITION AND STOCK EXCHANGE AGREEMENT This Agreement is made as of July 5, 2000 among UBICS, INC., a Delaware corporation ("UBICS"), COBALT CREATIVE, INC., an Arizona corporation ("COBALT") and the shareholders of Cobalt listed on the signature page hereof (the "SHAREHOLDERS"). Concurrently with the execution and delivery of this Agreement, Cobalt and the Shareholders are delivering a Disclosure Schedule containing certain disclosures. References in this Agreement to any "SCHEDULE" are to the various s...
