Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 and 16.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2, 3.3., 3.4, 3.5, 3.6, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.4, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 and 7.4 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.12, 3.18, 3.21, 3.27, 3.28, 3.29, 3.30, 3.31, 3.33, 4.5, 4.7, 4.11, 5.8 and 8.1 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b) through (f) and 16.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger Consideration; and (d) the Physician shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration received by the Physician (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.31, or unless the breach involves an intentional breach or fraud by the Physician or the Company, which shall be unlimited).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 14.1 and 16.214.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.44.5, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.4 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.24, 3.25, 3.26, 3.27, 3.284.1, 3.294.4, 3.304.6, 3.31, 3.33, 4.5, 4.7, 4.11, 5.8 5.6 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b14.1(b) through (fd) and 16.2(b14.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician Shareholder shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician Shareholder shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician Shareholder (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.313.26 or 3.27, or unless the breach involves an intentional breach or fraud by the Physician Shareholder or the Company, Company which shall be unlimited).
Appears in 2 contracts
Samples: Managed Care Organization Asset Purchase Agreement (Vision Twenty One Inc), Optical Asset Purchase Agreement (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 15.1 and 16.215.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.44.5, 4.84.7, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.4 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.24, 3.25, 3.26, 3.27, 3.28, 3.29, 3.30, 3.314.1, 3.334.4, 4.54.6, 4.7, 4.11, 5.8 5.6 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b15.1(b) through (fd) and 16.2(b15.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 15.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.313.27 or 3.28, or unless the breach involves an intentional breach or fraud by the Physician or the Company, which shall be unlimited).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 14.1 and 16.214.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.4, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.8 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.24, 3.25, 3.26, 3.27, 3.284.1, 3.29, 3.30, 3.31, 3.334.4, 4.5, 4.74.6, 4.11, 5.8 4.7 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b14.1(b) through (fd) and 16.2(b14.2(b) through (c) may be made at any time within the applicable statute of limitations; and (c) the Physician Shareholder shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 14.1 unless, and to the extent that, 49 50 the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician Shareholder shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician Shareholder (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.313.26 or 3.27, or unless the breach involves an intentional breach or fraud by the Physician or the Company, Shareholder which shall be unlimited).
Appears in 1 contract
Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 14.1 and 16.214.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.4, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.8 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.23, 3.273.24, 3.283.25, 3.293.26, 3.304.1, 3.31, 3.334.4, 4.5, 4.74.6, 4.11, 5.8 4.7 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b14.1(b) through (fd) and 16.2(b14.2(b) through (c) may be made at any time within the applicable statute of limitations; and (c) the Physician Partners shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 14.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician Partners shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician Partners (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.313.25 or 3.26, or unless the breach involves an intentional breach or fraud by the Physician Partners or the Company, Partnership which shall be unlimited).
Appears in 1 contract
Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 15.1 and 16.215.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2, 3.3., 3.4, 3.5, 3.6, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.4, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.16.1, 7.26.2, 7.3 6.3 and 7.4 6.4 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.12, 3.18, 3.21, 3.27, 3.28, 3.29, 3.30, 3.31, 3.33, 4.5, 4.7, 4.114.10, 5.8 and 8.1 7.1 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b15.1(b) through (f) and 16.2(b15.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 15.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger Consideration; and (d) the Physician shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration received by the Physician (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.31, or unless the breach involves an intentional breach or fraud by the Physician or the CompanyPhysician, which shall be unlimited).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 14.1 and 16.214.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.4, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.8 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.24, 3.25, 3.26, 3.27, 3.284.1, 3.29, 3.30, 3.31, 3.334.4, 4.5, 4.74.6, 4.11, 5.8 4.7 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b14.1(b) through (fd) and 16.2(b14.2(b) through (c) may be made at any time within the applicable statute of limitations; and (c) the Physician Shareholder shall not be required to indemnify Vision 21 and or the Subsidiary pursuant to Section 16.1 14.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 and/or the Subsidiary shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician Shareholder shall not be required to indemnify Vision 21 and or the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician Shareholder (other than pursuant to a requirement to indemnify Vision 21 and or the Subsidiary under Sections 3.30 and 3.313.26 or 3.27, or unless the breach involves an intentional breach or fraud by the Physician or the Company, Shareholder which shall be unlimited).
Appears in 1 contract
Samples: Managed Care Organization Asset Purchase Agreement (Vision Twenty One Inc)
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 14.1 and 16.214.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.44.5, 4.8, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.4 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.24, 3.25, 3.26, 3.27, 3.28, 3.29, 3.30, 3.314.1, 3.334.4, 4.54.6, 4.7, 4.11, 5.8 5.6 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b14.1(b) through (fd) and 16.2(b14.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.313.27 or 3.28, or unless the breach involves an intentional breach or fraud by the Physician or the Company, Company which shall be unlimited).
Appears in 1 contract
Indemnification Limitations. Notwithstanding the provisions of Sections 16.1 14.1 and 16.214.2, (a) no party shall be required to indemnify another party with respect to a breach of a representation, warranty or covenant unless the claim for indemnification is brought within two (2) years after the Closing Date, except that a claim for indemnification for a breach of the representations and warranties contained in Sections 3.1, 3.2., 3.3., 3.4, 3.5, 3.63.11, 3.14, 3.17, 3.20, 3.23, 4.1, 4.3, 4.44.5, 4.84.7, 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 7.1, 7.2, 7.3 5.4 and 7.4 6.1 may be made at any time, and a claim for indemnification for a breach of the representations and warranties contained in Sections 3.123.9, 3.15, 3.17, 3.18, 3.213.24, 3.25, 3.26, 3.27, 3.28, 3.29, 3.30, 3.314.1, 3.334.4, 4.54.6, 4.7, 4.11, 5.8 5.6 and 8.1 5.7 may be made at any time within the applicable statute of limitations; (b) indemnification based upon Sections 16.1(b14.1(b) through (fd) and 16.2(b14.2(b) may be made at any time within the applicable statute of limitations; and (c) the Physician shall not be required to indemnify Vision 21 and the Subsidiary pursuant to Section 16.1 unless, and to the extent that, the aggregate amount of Damages incurred by Vision 21 shall exceed an amount equal to two percent (2%) of the total Merger ConsiderationPurchase Price; and (dc) the Physician shall not be required to indemnify Vision 21 and the Subsidiary with respect to a breach of a representation, warranty or covenant for Damages in excess of the aggregate Merger Consideration Purchase Price received by the Physician (other than pursuant to a requirement to indemnify Vision 21 and the Subsidiary under Sections 3.30 and 3.313.27 or 3.28, or unless the breach involves an intentional breach or fraud by the Physician or the Company, Company which shall be unlimited).
Appears in 1 contract
