Expiry of Liability Sample Clauses

Expiry of Liability. 6.4.1 Except as set out in Sections 6.4.2 and 6.4.3, the representations and warranties of the Vendor, Dxxxx and the Purchaser herein shall terminate upon the expiry of the period which is eighteen (18) months following the Closing Date, except (i) in the case of fraud, in which case they shall survive indefinitely or (ii) to the extent that, during such period, a claim in respect of any such representation or warranty is made, in which case such representation and warranty shall continue in full force and effect until the Final Determination of such claim. 6.4.2 The representations and warranties herein of the Vendor and Dxxxx relating to any liability of the Purchaser or of the Company for the payment of Taxes and environmental liabilities arising out of this Agreement or arising from the business and assets of the Company as conducted or held up to and including the Closing Date shall terminate upon the expiration of 60 days after the limitation or prescription periods under the relevant statutes after which an assessment, reassessment or a claim or a penalty cannot be issued to the Company, unless during such period, a claim in respect of any such representation or warranty is made, in which case such representation and warranty shall continue in full force and effect until the Final Determination of such claim, but the Purchaser covenants that, from and after the Closing Date, it will exercise all reasonable efforts to ensure that neither it nor the Company, without the prior consent of the Vendor (which consent shall not be unreasonably withheld), enters into any agreement, waiver or other arrangement which provides for an extension of time with respect to the filing of any tax return or the payment or assessment of any Taxes dealt with by any such representation or warranty. Subject to Section 6.5, the Purchaser agrees not to amend tax returns with respect to any periods up to the date of Closing which would result in a liability to the Vendor and Dxxxx under the provisions of Article 6. 6.4.3 The representations and warranties contained in Section 4.1, 4.2 and 4.3, shall survive the Closing Date indefinitely.
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Expiry of Liability. (a) The foregoing obligations of indemnification with respect to representations and warranties shall be subject to the time limitations set forth in Section 6.1 hereof and no party shall be required to indemnify and save harmless any other party with respect to such matters for which indemnification is sought unless such party shall have been provided with notice pursuant to Section 6.5 or Section 6.6, as the case may be, on or prior to the expiration of the time periods set out in Section 6.1. With respect to the obligations of indemnification under Sections 6.2(c) and 6.4(d) and 6.4(e), no party shall be required to indemnify and save harmless any other party with respect to such matters for which indemnification is sought unless such party shall have been provided with notice pursuant to Section 6.5 or 6.6, as the case may be, on or prior to sixty (60) days after the expiration of the applicable limitation periods in which a claim can be made with respect to such matters. (b) The assumption of liabilities by the Corporation relating to the Assumed HRMS Liabilities and the Assumed Payroll Liabilities shall terminate only upon complete performance thereof.
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Expiry of Liability. (a) Except as set out in Section 7.5(b), liability for breaches of the representations and warranties of the Seller and Aimia, on the one hand, and the Purchaser and DIV, on the other hand, contained in this Agreement will terminate 18 months following the date hereof, except: (i) in the case of fraud or fraudulent misrepresentation, gross negligence or wilful misconduct, in which case liability will survive and continue in full force and effect without limitation of time; or (ii) to the extent that, during such 18-month period, the Indemnified Person or its Indemnity Representative has given notice to the Indemnifying Party of a claim in respect of any such representation or warranty, in which case liability therefor will survive and continue in full force and effect until the final determination of such claim. (b) The representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.7, 3.8 and 3.14(a) (the Fundamental Reps), the representations and warranties contained in Sections 4.1, 4.2 and 4.3 and the Seller’s or the Purchaser’s liability in connection therewith, as the case may be, will survive and continue in full force and effect indefinitely. (c) All covenants and agreements contained herein that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the date hereof, shall survive the Closing in accordance with their terms. (d) No Party or other Person is entitled to indemnification pursuant to this Article 7 unless such Party or other Person has given written notice of its claim for indemnification pursuant to Section 7.3(a) within the survival periods specified in the foregoing provisions of this Section 7.5.
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Expiry of Liability. The representations, warranties, agreements and covenants set forth herein and the obligations of the parties hereto shall survive the date of the Agreement and the Closing and shall continue in full force and effect until the fifth business day following the first anniversary of the Closing Date except for: (a) those relating to title to the Shares which shall survive without limit; (b) those relating to environmental matters referred to in Section 3.15 which shall survive without limit; and (c) those relating to Claims, notice of which has been provided by the Indemnified Party to the Indemnifying Party prior to the fifth business day following the first anniversary of the Closing Date.
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Expiry of Liability. (a) Except as set out in Sections 9.6(b), 9.6(c) and 9.6(d), liability pursuant to Sections 9.1 or 9.2 for breaches or non-fulfillment of the representations, warranties, obligations, conditions and covenants of an Indemnifying Party contained in this Agreement and liability under any of the Transaction Documents will terminate fifteen (15) months following the Closing Date, except: (i) in the case of fraud, intentional misrepresentation or deliberate or wilful breach, in which case liability will survive and continue in full force and effect without limitation of time; or (ii) to the extent that, during such 15-month period, the Indemnified Person or the Indemnity Representative has given notice to the Indemnifying Party of a claim in respect of any such representation, warranty, obligation, condition or covenant, in which case liability therefor will survive and continue in full force and effect until the final determination of such claim. (b) The representations and warranties of the Sellers set forth in Section 3.33 (and the Sellers’ liability in connection therewith), will survive and continue in full force and effect for the benefit of the Purchaser until 90 days after the expiration of the last of the limitation periods contained in the Tax Act and any other applicable tax Laws imposing tax on the Acquired Entities subsequent to the expiration of which an assessment or reassessment or other form or recognized document assessing liability for tax, interest or penalties thereunder for any period ended on or prior to the Closing Date cannot be issued to the Acquired Entities (such period to include any period extended by any agreement, waiver or arrangement with any Taxation Authority, if such extension is requested, or consented to, in writing by the Seller). (c) The representations and warranties contained in Sections 3.1, 3.2, 3.7, 3.18 and 3.37 (the Fundamental Representations) and the Seller’s liability in connection therewith will survive and continue in full force and effect indefinitely. (d) No Party or other Person is entitled to indemnification pursuant to Sections 9.1 or 9.2 unless such Party or other Person has given written notice of its claim for indemnification pursuant to Section 9.4(a), as the case may be, within the survival periods specified in the foregoing provisions of this Section 9.6.
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Expiry of Liability. (a) Except as set out in Section 6.5(b), liability for breaches of the representations, warranties and covenants of the Shareholder and Acquisitionco contained in this Agreement (including any liability of the Shareholder for breaches by E&C of the representations and warranties specified in Schedule A) will terminate upon the expiry of the period of nine (9) months following the Effective Date, except: (i) in the case of fraud, intentional misrepresentation or deliberate or wilful breach on the part of the Shareholder or Acquisitionco, as the case may be, in which case liability will continue indefinitely; and (ii) to the extent that, during such period, the Indemnitee has given notice in accordance with this Agreement to the Indemnitor of a claim in respect of any such representation, warranty or covenant, in which case liability for such representation, warranty or covenant will continue in full force and effect until the final determination of such claim. (b) The representations and warranties contained in Section 4.1(c) and the Shareholder's liability in connection therewith will survive indefinitely.
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Expiry of Liability. 8.7.1 Except as set out in Subsections 8.7.2 and 8.7.3, the representations and warranties of the Parties herein shall terminate upon the expiry of the period of three (3) years following the Closing Date, except (i) in the case of fraud, intentional misrepresentation or a deliberate or willful breach in which case they shall survive indefinitely or (ii) to the extent that, during such period, a claim in respect of any such representation or warranty is made and communicated to the Party from which the indemnification is requested by notice in writing (containing details of the event giving rise to the claim and, where possible, an estimate of the amount of the claim which results), in which case such representation and warranty shall continue in full force and effect until the final determination of such claim. 8.7.2 The representations and warranties contained in Section 4.11 shall terminate six (6) months after the expiry of the limitation or prescription period under the relevant taxing statutes, but the Purchaser covenants that, from and after the date hereof, it will exercise reasonable efforts to ensure that it does not, without the prior consent of the Vendor (which consent shall not be unreasonably withheld), enter into any agreement, waiver or other arrangement which provides for an extension of time with respect to the filing of any tax return or the payment or assessment of any Taxes dealt with by any such representation or warranty. 8.7.3 The representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.12 and 4.20 and Subsections 4.4.1, 4.4.2, 4.4.3, 4.4.4, 4.4.6 and 4.4.7 shall survive indefinitely.
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Expiry of Liability. (a) Except as set out in Section 11.3(b), liability for breaches or non-fulfilment of the representations, warranties, obligations, conditions and covenants of the Seller and the Purchaser contained in this Agreement will terminate upon the expiry of the period ending on the later of two (2) years following the Closing Date, except (i) in the case of fraud, intentional misrepresentation or deliberate or wilful breach, in which case liability will continue indefinitely, or (ii) to the extent that, during such period, the Purchaser, a Purchaser Indemnified Person, the Seller or a Seller Indemnified Person has given notice to a Party of a claim in respect of any such representation, warranty, obligation, condition or covenant, in which case liability for such representation, warranty, obligation, condition or covenant will continue in full force and effect until the final determination of such claim. (b) The representations and warranties contained in Section 6.6 and Section 6.7 and the Seller’s liability in connection therewith will survive indefinitely.
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Expiry of Liability. (a) Except as set out in Sections 9.6(b) and 9.6(c), liability for breaches or non-fulfillment of the representations and warranties of, and the obligations, conditions and covenants to be performed prior to the Closing by, the Seller and the Purchaser contained in this Agreement and in any of the Transaction Documents will terminate at 11:59 p.m. (Toronto local time) on December 31, 2011, except: in the case of fraud, intentional misrepresentation or deliberate or wilful breach, in which case liability will continue indefinitely; or
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Related to Expiry of Liability

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Nature of Liability The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Credit Party Obligations of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor’s liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Credit Party Obligations of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent, the Lenders or any Hedging Agreement Provider on the Credit Party Obligations which the Administrative Agent, such Lenders or such Hedging Agreement Provider repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding.

  • Extent of Liability Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Funds provided in this Section4.03, each Fund shall be: (i) severally, and not jointly and severally, liable with each of the other Funds; and (ii) liable only for its pro rata share of such liabilities, determined with reference to such Fund's proportionate interest in the aggregate of assets held by the Custodian in the Account with respect to which such liability relates at the time such liability was incurred, as reflected on the books and records of the Funds.

  • Release of Liability Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

  • Waiver of Liability Seller hereby waives, acquits, and forever releases, and agrees to defend and hold harmless, the Agency, its officer(s), director(s), employee(s), contractor(s), associate(s), and representative(s) from any responsibility or liability whatsoever concerning any photos or videos generated from the Photographic Services or their distribution.

  • Limit of Liability Under no circumstances will the Company or an Affiliate be liable for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan.

  • Disclaimer of Liability NASA is not restricted in, or liable for, the use, disclosure, or reproduction of Data without a restrictive notice or for Data Partner gives, or is required to give, the U.S. Government without restriction.

  • Exclusion of liability All statements made in the Proclamation of Sale and Conditions of Sale or otherwise relating to the Property are made without responsibility on the part of the Assignee/Bank, the Solicitors and Auctioneers or either of them. No such statement may be relied upon as a statement or representation of fact. All bidders must satisfy themselves by inspection or otherwise as to the correctness of any such statements and neither the Assignee/Bank, the Solicitors, the Auctioneer nor any person in their employment has any authority to make or give any representation or warranty whatsoever in relation to the Property.

  • Denial of Liability Executive acknowledges and agrees that neither the payment of the Severance Payment under the Agreement nor this Waiver and Release is to be construed in any way as an admission of any liability whatsoever by the Company or any of the other Released Parties, by whom liability is expressly denied.

  • STATEMENT OF LIABILITY The State will demonstrate reasonable care but shall not be liable in the event of loss, destruction, or theft of contractor-owned items to be delivered or to be used in the installation of deliverables. The contractor is required to retain total liability until the deliverables have been accepted by the “authorized agency official.” At no time will the State be responsible for or accept liability for any contractor- owned items.

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