Common use of Limitation on Indemnification Obligations Clause in Contracts

Limitation on Indemnification Obligations. (i) All representations and warranties of the Seller and the Buyer contained in this Agreement, other than any intentional misrepresentation (which shall not be subject to any survival period), the representations and warranties of the Seller in Sections 3(b)(ix) and 3(a)(vii) and any representation and warranty of the Buyer pursuant to Section 6(b), shall survive the Closing and continue in full force and effect for a period of 18 months thereafter. Each of the representations and warranties of the Seller contained in Section 3(b)(ix) and any representation and warranty of the Buyer pursuant to Section 6(b) shall survive the Closing and continue in full force and effect until thirty days after the expiration of the statute of limitations applicable to the subject thereof. Each of the representations and warranties of the Seller contained in Section 3(a)(vii) shall survive the Closing and continue in full force and effect thereafter. A claim by a Buyer Indemnitee or a Seller Indemnitee for indemnification under Section 8(b)(i) or 8(c)(i), respectively, shall be ineffective unless such Person delivers a written claim for indemnification within the survival period specified in this Section 8(d)(i) as applicable to the representation or warranty that is the subject of such claim.

Limitation on Indemnification Obligations. (ia) All representations Except as otherwise provided herein, all representations, covenants and warranties of the Seller and the Buyer contained in this Agreement, other than any intentional misrepresentation (which Agreement shall not be subject to any survival period)survive the Closing for a period of twelve months from the Effective Date. Notwithstanding the foregoing, the representations and warranties of the Seller contained in Sections 3(b)(ix3.2 (Authorization of Agreement and Other Documents), 3.3 (No Violation), 3.9 (Issuance of Shares), 3.12 (Required Consents and Approvals), 4.4 (Capitalization), 4.12 (Intellectual Property) and 3(a)(vii) and any representation and warranty of the Buyer pursuant to Section 6(b), shall survive the Closing and continue in full force and effect for a period of 18 months thereafter. Each of the representations and warranties of the Seller contained in Section 3(b)(ix) and any representation and warranty of the Buyer pursuant to Section 6(b4.21 (Taxes) shall survive the Closing and continue in full force and effect until thirty days after for a period of twenty-four months from the expiration of Effective Date. The foregoing survival periods are collectively referred to herein as the statute of limitations applicable to the subject thereof. Each of the representations and warranties of the Seller contained in Section 3(a)(vii) shall survive the Closing and continue in full force and effect thereafter"Survival -------- Period". A claim by a Buyer an iOwn Indemnitee or a Seller Indemnitee for ------ indemnification under Section 8(b)(ithis Article VII (except with respect to any claims of fraud, which claim may be brought indefinitely) or 8(c)(i)must be asserted within the Survival Period. Notwithstanding anything herein to the contrary, respectivelyany representation, shall be ineffective unless such Person delivers warranty, covenant and agreement which is subject to a written claim for indemnification within the survival period specified in this Section 8(d)(i) as applicable which is properly asserted prior to the representation expiration of the Survival Period shall survive with respect to such claim or warranty that is any dispute with respect thereto until the subject of such claimfinal resolution thereof.

Limitation on Indemnification Obligations. (i) All representations and warranties of the Seller Transferor and the Buyer Transferee contained in this Agreement, other than any intentional misrepresentation (which shall not be subject to any survival period), ) and the representations and warranties of the Seller Transferor in Sections 3(b)(ix3(h) and 3(a)(vii) and any representation and warranty of the Buyer pursuant to Section 6(b3(v), shall survive the Closing and continue in full force and effect for a period of 18 months thereafter. Each of the representations and warranties of the Seller Transferor contained in Section 3(b)(ix) and any representation and warranty of the Buyer pursuant to Section 6(b3(h) shall survive the Closing and continue in full force and effect until thirty days after the expiration of the statute of limitations applicable to the subject thereof. Each of the representations and warranties of the Seller Transferor contained in Section 3(a)(vii3(v) shall survive the Closing and continue in full force and effect thereafter. A claim by a Buyer Transferee Indemnitee or a Seller Transferor Indemnitee for indemnification under Section 8(b)(i) or 8(c)(i), respectively, shall be ineffective unless such Person delivers a written claim for indemnification within the survival period specified in this Section 8(d)(i) as applicable to the representation or warranty that is the subject of such claim.