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.
Appears in 6 contracts
Samples: Dealership Asset Contribution Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Contribution Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Contribution Agreement (LMP Automotive Holdings, Inc.)
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 one (2nd1) year 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 one (2nd1) year 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(e11(c), will be deemed to limit the time period during which a claim based on a Party’s fraud (whether of commission or omission), or criminal conduct, or intentional wrongdoing, or a claim for breach of any covenant, may be broughtconviction that is no longer subject to appeal.
Appears in 1 contract
Samples: Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.)