Expiration of Indemnification Obligations. The indemnification obligations of Seller under Sections 10.2(i), (ii), (iii), (iv) and (vii) and Purchaser under Section 10.3 above shall expire and terminate on the Survival Termination Date, unless, prior to such termination, the party entitled to indemnification hereunder (the "Indemnified Party") shall have provided written notice to the other party hereto obligated to provide indemnification pursuant to Sections 10.2 or 10.3 herein (the "Indemnifying Party") of an assertion by the Indemnified Party of a right to indemnification under Sections 10.2 or 10.3 ("Indemnification Claim").
Expiration of Indemnification Obligations. Except as otherwise expressly provided in this Agreement, the rights of the Indemnified Parties to indemnification with respect to breaches of representations and warranties will expire and be of no further effect after the second (2nd) anniversary of the Closing Date, and accordingly no Indemnified Party may seek indemnification under this Agreement with respect to breaches of representations and warranties after the second (2nd) anniversary of the Closing Date. The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this Section 11(e), will be deemed to limit the time period during which a claim based on a Party’s fraud (whether of commission or omission), criminal conduct, or intentional wrongdoing, or a claim for breach of any covenant, may be brought.
Expiration of Indemnification Obligations. All obligations to provide indemnification pursuant to this Article VII shall terminate on the fourth anniversary of the Closing Date, other than claims arising from environmental, employee benefit or tax issues, which shall not terminate until the applicable statutes of limitations for such claims have expired.
Expiration of Indemnification Obligations. Except as otherwise expressly provided in this Agreement, the rights of the Indemnified Parties to indemnification with respect to breaches of representations and warranties will expire and be of no further effect after the eighteen (18) months anniversary of the Closing Date (the “Survival Period”), and accordingly no Indemnified Party may seek indemnification under this Agreement with respect to breaches of representations and warranties after the eighteen (18) month anniversary of the Closing Date. The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this Section 11(c), will be deemed to limit the time period during which a claim based on a Party’s fraud (whether of commission or omission), criminal conduct, or intentional wrongdoing, or a claim for breach of any covenant, may be brought. Buyer’s right to indemnification, reimbursement or any other remedy based upon Seller’s representations, warranties, covenants and obligations in this Agreement (or any document executed in connection herewith) will not be affected by any investigation (including any environmental investigation or assessment) conducted, or any knowledge acquired (or capable of being acquired) at any time. Seller shall name Buyer as an additional insured on Seller’s current and past insurance policies with coverage applicable to the Dealership.
Expiration of Indemnification Obligations. Except as otherwise expressly provided in this Agreement, the rights of the Indemnified Parties to indemnification with respect to breaches of representations and warranties will expire and be of no further effect after the second (2nd) anniversary of the Closing Date, and accordingly no Indemnified Party may seek indemnification under this Agreement with respect to breaches of representations and warranties after the second (2nd) anniversary of the Closing Date. The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this section, will be deemed to limit the time period during which a claim based on a Party’s fraud (whether of commission or omission), criminal conduct, or intentional wrongdoing, or a claim for breach of any covenant, may be brought. Buyer’s right to indemnification, reimbursement or any other remedy based upon Sellers’ and Principals’ representations, warranties, covenants and obligations in this Agreement (or any document executed in connection herewith) will not be affected by any investigation (including any environmental investigation or assessment) conducted, or any knowledge acquired (or capable of being acquired) at any time; provided, however, that if any actual knowledge was acquired by Buyer’s officers prior to Closing and Buyer failed to make Sellers aware of the investigative results or knowledge and afforded Sellers an opportunity to cure, then with respect thereto Buyer is not entitled to indemnification.
Expiration of Indemnification Obligations. After the Survival Date, neither Seller nor Xxxxxxx Xxxxx shall have any further obligations under this Article VI with respect to the liabilities for payment or indemnification except for Damages with respect to which Buyer has given to either Seller or Xxxxxxx Xxxxx written notice prior to such date. After the Survival Date, Buyer shall not have any further obligations under this Article VI with respect to the liabilities for payment or indemnification except for Damages with respect to which Seller has given to Buyer written notice prior to such date.
Expiration of Indemnification Obligations. The indemnification obligations under this Article 12 with respect to Sections 12.2 and 12.3 shall expire two (2) years following the Closing Date; provided, that, if any such indemnification claim under such Sections has been asserted in writing prior to the stated expiration of the applicable period set forth above, then any indemnification obligation with respect thereto shall survive until final resolution thereof.
Expiration of Indemnification Obligations. All obligations to provide indemnification pursuant to this Article VII shall terminate on May 7, 2005, other than claims arising from environmental, employee benefit or tax issues, which shall not terminate until the applicable statutes of limitations for such claims have expired.
Expiration of Indemnification Obligations. Any claim or action for indemnification under this Article IX (excluding any claim based on fraud which shall survive) must be initiated on or before the first anniversary of the Closing Date. Except for claims made before such expiration date and those based on fraud, all rights to claim indemnification under this Article IX shall expire upon the first anniversary of the Closing Date.
Expiration of Indemnification Obligations. The obligations of any Indemnifying Party hereunder shall expire upon the expiration of two (2) years from the date hereof, except that Losses in respect of breaches of any of Sections 3.1(n), 3.1(s) and 3.1(t) of the Asset Transfer Agreement shall not expire until the later of such two (2) year period and expiration of the applicable statute of limitations (collectively, "SOL Claims"); provided, however, that each such obligation shall continue beyond such two (2) year period or applicable statute of limitation, with respect to any claim for indemnification of which the Indemnified Party shall have transmitted written notice within such two (2) year period, or such longer statute of limitations, as applicable. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that the lien in respect of the Collateral is released pursuant to Sections 10.2 of the Stockholders' Pledge Agreement, all obligations hereunder shall be deemed Recourse Liabilities for all purposes of this Agreement; provided, however, that such liabilities shall (i) be joint and several obligations of each Original Shareholder, and (ii) if such obligation relates to what otherwise would not have been a Recourse Liability absent this sentence, be subject to the dollar limitations set forth in Section 2.1(3) hereof (notwithstanding the express exclusion of the application of that Section to "Recourse Liabilities").
