Expiration of Indemnification. The indemnification obligations ----------------------------- under this Section 7.3 shall terminate at 5:00 p.m., Pacific Time on the third anniversary of the Effective Date, but shall not terminate as to any Loss (or a potential claim by an appropriate party) asserted in good faith prior to such date; provided, however, that the representations and warranties with respect to Taxes (Section 2.10) and environmental laws (Section 2.20) shall survive until the expiration of the applicable statute of limitations, if any.
Expiration of Indemnification. The indemnification obligations under this Section 7.2 shall terminate on the Expiration Date, but shall not terminate as to any Loss (or a potential claim by an appropriate party) asserted in good faith before such date in accordance with Section 7.2(f) below.
Expiration of Indemnification. No Person shall be liable for any claim for indemnification under Section 13.2.1 or Section 13.4.1 unless written notice (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration of the applicable Survival Period, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given.
Expiration of Indemnification. The indemnification obligations ----------------------------- under this Section 7.3 shall terminate at 5:00 p.m., Pacific Time on the third anniversary of the Agreement Date, but shall not terminate as to any Loss (or a potential claim by an appropriate party) asserted in good faith prior to such date; provided, however, that the indemnification obligations with respect to a breach of the representations and warranties with respect to Taxes (Section 2.10) and environmental laws (Section 2.20) shall survive until the expiration of the applicable statute of limitations, if any, and provided that the indemnification obligations with respect to a breach of the other representations shall survive only until the date 18 months subsequent to the Effective Time, if any.
Expiration of Indemnification. 10.4.1 In the event the Merger is consummated, the Parent Group Members' right to indemnification pursuant to Section 10.1 shall expire on the date that is 18 months after the Closing Date; provided, however, that if any Claim Notice is given by a Parent Group Member prior to the expiration of such 18-month period, such Parent Group Member's right to indemnification in respect of the matters giving rise to such Claim Notice (i) shall continue until such matters are finally terminated or otherwise resolved between such Parent Group Member and the Stockholders' Representative or by a court of competent jurisdiction and all amounts, if any, payable hereunder in respect of those matters are finally determined and paid from the Escrow, and (ii) shall extend to all Losses and Expenses that are the subject of that indemnification obligation, whether incurred before or after such Claim Notice is given.
Expiration of Indemnification. 45 10.5 Exclusive Remedy Following the Merger........................................46 10.6
Expiration of Indemnification. (a) Except as otherwise provided in Section 7.3(b), the indemnification obligations of the Shareholders under Section 7.2 shall terminate at 5:00 p.m., Pacific Standard Time on the six month anniversary of the Effective Time but shall not terminate as to any Loss asserted in good faith pursuant to Section 7.8 prior to such date.
Expiration of Indemnification. No Person shall be liable for any claim for indemnification under Section 8.02(a) or Section 8.03(a) unless written notice (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification, and the provisions of this Agreement upon which such claim for indemnification is made) is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration of the Survival Period, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved, whether or not the amount of the Losses resulting from such breach has been finally determined at the time the notice is given, if, but only if, (a) in the case of a claim made by reason of a Third Party Claim, the written notice is accompanied by a copy of the written notice of the third party claimant, and (b) in the case of any claim made other than by reason of a Third Party Claim, Losses shall have actually been incurred by the Person seeking indemnification with respect to such claim in good faith at or prior to the date such written notice is delivered to the Person from whom indemnification is sought.
Expiration of Indemnification. No Notice of Claim (a) concerning a breach of or inaccuracy in a representation and warranty contained in this Agreement or a non-fulfillment or breach of any covenant or agreement made by or to be performed by a Party set forth in this Agreement may be delivered by a Person seeking indemnification after expiration of the representation and warranty or covenant and agreement with respect to which such indemnification claim is being made, as provided in Section 8.1 or (b) concerning any of the matters set forth in Section 8.3(a)(iii) (iv), (v), (vi) or (vii) may be delivered by a Person seeking indemnification after the date ninety (90) days after the running of the applicable statute of limitations with respect to the subject matter of such indemnification; provided, however, in the case of each of the preceding clauses (a) and (b), if a Notice of Claim concerning any of the foregoing matters has been delivered in accordance with Section 8.4(a) or Section 8.5(a) by a Person seeking indemnification prior to the expiration of the period set forth in the preceding portion of this Section 8.2, the right to indemnification with respect to the matter set forth in such Notice of Claim and any other claim(s) arising out of, resulting from or relating to the facts giving rise to such claim for indemnification shall survive until such later date as each such claim for indemnification has been fully and finally resolved in accordance with this Article VIII.
Expiration of Indemnification. The right of a party to ----------------------------- initiate an action for breach of any representation, warranty, covenant or agreement contained herein or in the Bank Merger Agreement shall expire at the close of business on the 24-month anniversary of the Closing Date, except that (i) the right of Purchaser to assert a claim based on the existence of any Controlled Group Liability with respect to the employee benefit plans as set forth in Section 2.16 shall expire concurrently with the expiration of the statute of limitations applicable to the matter on which such claim is based and (ii) the right of Purchaser to assert a claim for any Taxes set forth in Section 4.9 shall expire concurrently with the expiration of the statute of limitations applicable to the Tax matter on which such claim is based.
