Final Date for Assertion of Indemnity Claims Sample Clauses

Final Date for Assertion of Indemnity Claims. All claims by an Indemnified Party for indemnification pursuant to this ARTICLE IX resulting from breaches of representations or warranties in ARTICLE III shall be forever barred unless the other party is notified within twenty-four (24) months after the date such representation or warranty was made; provided that, notwithstanding the foregoing, the representations and warranties in Section 3.11(a)(viii), Section 3.11(b), Section 3.11(c)(x), or Section 3.11(c)(xi) shall survive until six (6) months following the expiration of the applicable statute of limitations (taking into account any waivers or extensions thereof); provided, further, that if written notice of a claim for indemnification has been given by an Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of the other party to indemnify such Indemnified Party pursuant to this ARTICLE IX shall survive with respect to such claim until such claim is finally resolved.
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Final Date for Assertion of Indemnity Claims. All claims by an Indemnified Party for indemnification pursuant to this Article IX resulting from breaches of representations or warranties in Article III of this Agreement shall be forever barred unless the other Party is notified within eighteen (18) months after the date such representation or warranty is made; provided that if written notice of a claim for indemnification has been given by an Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of the other Party to indemnify such Indemnified Party pursuant to this Article IX shall survive with respect to such claim until such claim is finally resolved.
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Final Date for Assertion of Indemnity Claims. All claims by a Class B Member Indemnified Party for indemnification pursuant to this Article XI resulting from breaches of representations or warranties shall be forever barred unless the Class A Member is notified on or prior to the second anniversary of the Closing Date, except that (i) (w) the representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc. of Seller), 3.2 (Organization, Good Standing, Etc. of the Company and Project Companies), 3.3 (Authority) and 3.6 (Ownership) of the Contribution Agreement shall survive indefinitely, (x) the representations and warranties set forth in Section 3.9 (Tax Matters) of the Contribution Agreement shall survive for 60 days after the applicable statute of limitations, (y) the representations and warranties set forth in Section 3.30 (Background Material) of the Contribution Agreement shall survive for four years following the Closing Date, and (z) the representations and warranties set forth in Section 3.13 (Environmental Matters) of the Contribution Agreement shall survive for four years following the Closing Date; provided, that, if written notice of a claim for indemnification has been given by such Class B Member Indemnified Party on or prior to the applicable date described above, then the obligation of the Class A Member to indemnify such Class B Member Indemnified Party pursuant to this Article XI shall survive with respect to such claim until such claim is finally resolved.
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Final Date for Assertion of Indemnity Claims. All claims by an Indemnified Party for indemnification pursuant to this Article 6 resulting from breaches of representations or warranties in (i) Section 3.1 and Section 3.3 shall be forever barred unless the other party is notified within eighteen (18) months after the earlier to occur of the Initial Funding Date and the Initial Funding Termination Date, and (ii) Section 3.2 or Section 3.4 shall be forever barred unless the other party is notified within eighteen (18) months after the Subsequent Funding Date on which such representation or warranty was made; provided, that notwithstanding the foregoing, the representations in Section 3.l(g), Section 3.l(t), Section 3.l(aa), Section 3.1(bb), Section 3.l(ee) and Section 3.1(ff) (and the corresponding representations made in Section 3.2), shall survive until that date which is 60 days after the applicable statute of limitations expires and the representations in Section 3.l(a), Section 3.1(b), Section 3.1(e) and Section 3.1(f) (and the corresponding representations made in Section 3.2), shall survive forever; and provided further that if written notice of a claim for indemnification has been given by an Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of the other party to indemnify such Indemnified Party pursuant to this Article 6 shall survive with respect to such claim until such claim is finally resolved.
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Final Date for Assertion of Indemnity Claims. All representations and warranties in ARTICLE 3 shall survive for a period of 2 years following the earlier of the Initial Closing Date or, if the Initial Closing Date has not occurred, the Termination Date; provided, that notwithstanding the foregoing, (i) the Tax Representations shall survive until that date which is 60 days after the applicable statute of limitations expires, (ii) the representations and warranties in Section 3.1(e) (Ownership) and Section 3.1(f) (Valid Interests) shall survive forever, and (iii) the representations and warranties in Section 3.1(hh) Special Purpose Entity will not survive the Second Equity Capital Contribution Date unless a Bankruptcy of the Sponsor has occurred prior to such date; provided, further, that if written notice of a claim for indemnification has been given by an Investor Indemnified Party on or prior to the last day of the respective foregoing period, then the obligation of NHC to indemnify such Investor Indemnified Party pursuant to this ARTICLE 5 shall survive with respect to such claim until such claim is finally resolved.
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Final Date for Assertion of Indemnity Claims. (a) All claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 6 resulting from breaches of representations or warranties shall be forever barred unless Seller is notified on or prior to the Initial Closing Date, or on or prior to the Galena 3 Closing Date with respect to those representations and warranties made as a condition precedent to the Galena 3 Closing, except that (i) (x) the representations and warranties made as a condition precedent to the Initial Closing and set forth in Sections 3.1(a)(i) (Organization, Good Standing, Etc. of Seller), 3.1(a)(ii) (Organization, Good Standing, Etc. of the Company and Project Companies), 3.1(a)(iii) (Authority) and 3.1(a)(vi) (Ownership) shall survive indefinitely, (y) the representations and warranties set forth in Sections 3.1(a)(ix) (Tax Matters) and 3.1(a)(xxiii) (Tax Character) shall survive for 60 days after the applicable statute of limitations and (z) the representations and warranties set forth in Section 3.1(a)(xiii) (Environmental Matters) shall survive for two years from the Initial Closing Date; (ii) (x) the representations and warranties made as a condition precedent to the Galena 3 Closing Date and set forth in Sections 3.1(b)(i) (Organization, Good Standing, Etc. of Seller), 3.1(b)(ii) (Organization, Good Standing, Etc. of ORNI 14) and 3.1(b)(iii) (Authority) shall survive indefinitely, (y) the representations and warranties set forth in Sections 3.1(b)(vii) (Tax Matters) and 3.1(b)(xx) (Tax Character) shall survive for 60 days after the applicable statute of limitations and (z) the representations and warranties set forth in Section 3.1(b)(x) (Environmental Matters) shall survive for two years from the Galena 3 Closing Date; and (iii) the representations and warranties made in Section 4.5 (Post Closing Deliverables) shall survive for 90 days after the Date Certain. (b) All claims by a Seller Indemnified Party for indemnification pursuant to this Article 6 resulting from breaches of representations or warranties shall be forever barred unless Purchasers are notified on or prior to the Initial Closing Date or on or prior to the Galena 3 Closing Date with respect to those representations and warranties made as a condition precedent to the Galena 3 Closing; provided, that, if written notice of a claim for indemnification has been given by such Seller Indemnified Party on or prior to the Initial Closing Date or the Galena 3 Closing Date with respect to those representat...
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Related to Final Date for Assertion of Indemnity Claims

  • Procedure for Payment of Indemnifiable Amounts Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Indemnification of Indemnitee Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

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