Common use of Expiration of Indemnification Obligations Clause in Contracts

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. 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; provided however that there will be no expiration of the indemnity obligations of Seller hereunder in the event of (i) a breach by Seller of the representations and warranties set forth in Sections 6(a), (b), (c), and (g) which will survive indefinitely. The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this sectionSection 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 Sellers’ Seller’s and Principals’ Principal’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; 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. 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; provided however that there will be no expiration of the indemnity obligations of Seller hereunder in the event of (i) a breach by Seller of the representations and warranties set forth in Sections 6(a), (b), (c), and (g) which will survive indefinitely . The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this sectionSection 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 Sellers’ Seller’s and Principals’ Principal’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; provided, however, that if any actual knowledge was acquired by Buyer. Seller shall name Buyer as an additional insured on Seller’s officers prior current and past insurance policies with coverage applicable 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 indemnificationDealership.

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 third (2nd3rd) 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 third (2nd3rd) anniversary of the Closing Date; provided however that there will be no expiration of the indemnity obligations of Seller hereunder in the event of (i) a breach by Seller of the representations and warranties set forth in Sections 6(a), (b), (c), and (g) which will survive indefinitely . The foregoing notwithstanding, none of the provisions set forth in this Agreement, including but not limited to the provisions contained in this sectionSection 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 Sellers’ Seller’s and Principals’ Principal’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; provided, however, that if any actual knowledge was acquired by Buyer. Seller shall name Buyer as an additional insured on Seller’s officers prior current and past insurance policies with coverage applicable 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 indemnificationDealership.