Common use of Indemnification Sole Remedy Clause in Contracts

Indemnification Sole Remedy. Except in instances of fraud, the indemnification in Sections 10.1 and 10.2, as the case may be, will be the sole remedy of the Investors or the Company, as applicable, as a result of a breach of a representation and warranty contained in Section 3.1 or 3.2, as applicable. Except as to claims with respect to breaches of the representations and warranties in Section 3.1(u) (Taxes), any claim for indemnification must be made in a written notification to the party from which indemnification is sought, must describe in reasonable detail the claim and the facts on which such claim is based and, with respect to claims for indemnification arising under Section 10.1(i) or Section 10.2(i) must be given not later than the second anniversary of the Closing Date; provided that if notice of a claim for indemnification is brought prior to such second anniversary, then the indemnification obligation in respect of such claim shall survive until the final resolution of such claim. Each of the representations and warranties set forth in this Agreement shall survive the Closing under this Agreement but, except as to the representations and warranties in Section 3.1(u) (Taxes) only for a period of two years following the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the second anniversary of the Closing Date) and thereafter shall expire and have no further force and effect. Neither the Company nor the Investors will have any liability for any breach of a representation and warranty contained in Section 3.1 or 3.2 unless a claim is made in accordance with this Section 10.4.

Indemnification Sole Remedy. Except in instances of fraud, the indemnification in Sections 10.1 and 10.2, as the case may be, will be the sole remedy of the Investors or the Company, as applicable, as a result of a breach of a representation and warranty contained in Section 3.1 or 3.2, as applicable. Except as to claims with respect to breaches of the representations and warranties in Section 3.1(u) (TaxesTax Matters), any claim for indemnification must be made in a written notification to the party from which indemnification is sought, must describe in reasonable detail the claim and the facts on which such claim is based and, with respect to claims for indemnification arising under Section 10.1(i) or Section 10.2(i) must be given not later than the second anniversary of the Closing Date; provided that if notice of a claim for indemnification is brought prior to such second anniversary, then the indemnification obligation in respect of such claim shall survive until the final resolution of such claim. Each of the representations and warranties set forth in this Agreement shall survive the Closing under this Agreement but, except as to the representations and warranties in Section 3.1(u) (TaxesTax Matters) only for a period of two years following the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of such breach was provided prior to the second anniversary of the Closing Date) and thereafter shall expire and have no further force and effect. Neither the Company nor the Investors will have any liability for any breach of a representation and warranty contained in Section 3.1 or 3.2 unless a claim is made in accordance with this Section 10.4.