Common use of Final Date for Assertion of Indemnity Claims Clause in Contracts

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.

Final Date for Assertion of Indemnity Claims. (a) All claims by a Class B Member Purchaser Indemnified Party for indemnification pursuant to this Article XI 5 resulting from breaches of representations or warranties shall be forever barred unless the Class A Member Seller is notified on or prior to the second anniversary of date that is 18 months after the Closing Date, except that (i) (w) the claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from any Treas. Reg. 1. 1502-6 Liability and any breaches of representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc. of Seller3.1(b), 3.2 (Organization, Good Standing, Etc. of the Company and Project Companies3.1(e), 3.3 (Authorityand 3.1(f) and 3.6 (Ownership) of the Contribution Agreement shall survive indefinitely, (xii) claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of the representations and warranties set forth in Sections 3.1(g) or 3.1(s) shall survive for 30 days after the applicable statute of limitations on the assessment and collection of such Taxes attributable to Company items, and (iii) claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of the representations and warranties set forth in Section 3.9 (Tax Matters3.1(j) of the Contribution Agreement shall survive for 60 days until the date that is 3 years 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, that if written notice of a claim for indemnification has been given by such Class B Member Purchaser Indemnified Party on or prior to the applicable date described aboveany such date, then the obligation of the Class A Member Seller to indemnify such Class B Member Purchaser Indemnified Party pursuant to this Article XI 5 shall survive with respect to such claim until such claim is finally resolved. (b) All claims by a Seller Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of representations or warranties shall be forever barred unless Purchaser is notified on or prior to the date that is 18 months after the Closing Date; except that claims by a Seller Indemnified Party for indemnification pursuant to this Article 5 resulting from any breaches of representations and warranties made in Sections 3.2(b), Section 3.2(c)(ii) and Section 3.2(e) shall survive indefinitely, provided, that if written notice of a claim for indemnification has been given by such Seller Indemnified Party on or prior to such date, then the obligation of the Purchaser to indemnify such Seller Indemnified Party pursuant to this Article 5 shall survive with respect to such claim until such claim is finally resolved.

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 under the Contribution Agreement 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 SellerONI and OrLeaf), 3.2 (Organization, Good Standing, Etc. of the Company and Project Subject 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 MaterialMaterials) 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.

Final Date for Assertion of Indemnity Claims. (a) All claims by a Class B Member Purchaser Indemnified Party for indemnification pursuant to this Article XI 5 resulting from breaches of representations or warranties shall be forever barred unless the Class A Member Seller is notified on or prior to the second anniversary of date that is 18 months after the Closing Date, except that (i) (w) the claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from any Treas. Reg. 1.1502-6 Liability and any breaches of representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc. of Seller3.1(b), 3.2 (Organization, Good Standing, Etc. of the Company and Project Companies3.1(e), 3.3 (Authorityand 3.1(f) and 3.6 (Ownership) of the Contribution Agreement shall survive indefinitely, (xii) claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of the representations and warranties set forth in Sections 3.1(g) or 3.1(s) shall survive for 30 days after the applicable statute of limitations on the assessment and collection of such Taxes attributable to Company items, and (iii) claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of the representations and warranties set forth in Section 3.9 (Tax Matters3.1(j) of the Contribution Agreement shall survive for 60 days until the date that is 3 years 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, provided that if written notice of a claim for indemnification has been given by such Class B Member Purchaser Indemnified Party on or prior to the applicable date described aboveany such date, then the obligation of the Class A Member Seller to indemnify such Class B Member Purchaser Indemnified Party pursuant to this Article XI 5 shall survive with respect to such claim until such claim is finally resolved. (b) All claims by a Seller Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of representations or warranties shall be forever barred unless Purchaser is notified on or prior to the date that is 18 months after the Closing Date; except that claims by a Seller Indemnified Party for indemnification pursuant to this Article 5 resulting from any breaches of representations and warranties made in Sections 3.2(b), Section 3.2(c)(ii) and Section 3.2(e) shall survive indefinitely, provided that if written notice of a claim for indemnification has been given by such Seller Indemnified Party on or prior to such date, then the obligation of the Purchaser to indemnify such Seller Indemnified Party pursuant to this Article 5 shall survive with respect to such claim until such claim is finally resolved.

Final Date for Assertion of Indemnity Claims. (a) All claims by a Class B Member Purchaser Indemnified Party for indemnification pursuant to this Article XI 5 resulting from breaches of representations or warranties shall be forever barred unless the Class A Member Seller is notified on or prior to the second anniversary of date that is 18 months after the Closing Date, except that (i) (w) the claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from any Treas. Reg. 1.1502-6 Liability or Tax Abatement Liability, and any breaches of representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc. of Seller3.1(b), 3.2 (Organization, Good Standing, Etc. of the Company and Project Companies3.1(e), 3.3 (Authorityand 3.1(f) and 3.6 (Ownership) of the Contribution Agreement shall survive indefinitely, (xii) claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of the representations and warranties set forth in Sections 3.1(g) or 3.1(s) shall survive for 30 days after the applicable statute of limitations on the assessment and collection of such Taxes attributable to Company or Project Company items, (iii) claims by a Purchaser Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of the representations and warranties set forth in Section 3.9 (Tax Matters3.1(j) of the Contribution Agreement shall survive for 60 days until the date that is 3 years 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 (ziv) the representations and warranties set forth in claims by a Purchaser Indemnified Party for indemnification under Section 3.13 (Environmental Matters5.1(e) of the Contribution Agreement shall survive for four until the date that is 4 years following after the Closing Date; provided, that, that if written notice of a claim for indemnification has been given by such Class B Member Purchaser Indemnified Party on or prior to the applicable date described aboveany such date, then the obligation of the Class A Member Seller to indemnify such Class B Member Purchaser Indemnified Party pursuant to this Article XI 5 shall survive with respect to such claim until such claim is finally resolved. (b) All claims by a Seller Indemnified Party for indemnification pursuant to this Article 5 resulting from breaches of representations or warranties shall be forever barred unless Purchaser is notified on or prior to the date that is 18 months after the Closing Date; except that claims by a Seller Indemnified Party for indemnification pursuant to this Article 5 resulting from any breaches of representations and warranties made in Sections 3.2(b), Section 3.2(c)(ii) and Section 3.2(e) shall survive indefinitely, provided, that if written notice of a claim for indemnification has been given by such Seller Indemnified Party on or prior to such date, then the obligation of the Purchaser to indemnify such Seller Indemnified Party pursuant to this Article 5 shall survive with respect to such claim until such claim is finally resolved.