Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement, other than those contained in Sections 3.15, and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of one year from the Closing Date. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. The representations and warranties contained in Section 3.15, and the covenants and agreements contained in Article 8 shall survive until the expiration of sixty (60) days after the end of the applicable statute of limitations period.
Limitations on Indemnities. Subject to Clause 8.1.4, no Seller shall be liable under Clause 8.1.2 in respect of:
Limitations on Indemnities. No indemnities contained herein shall extend to those matters for which indemnification is prohibited pursuant to Section 56-7-1 XXXX 0000, as amended.
Limitations on Indemnities. The Parties acknowledge that:
Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive the Closing and shall remain in full force and effect for a period of two years from the Closing Date, except for the representations and warranties contained in Sections 5.2, 5.3, 6.1, 6.2, 7.2, 7.3, 8.2 and 8.3, which shall survive until the expiration of the applicable statute of limitations. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed.
Limitations on Indemnities. 39 10.3 Notice of Indemnity Claim...................................................39 10.4 Survival of Representations and Warranties..................................41 10.5 No Exhaustion of Remedies or Subrogation; Right of Set Off..................41 11. OTHER POST-CLOSING COVENANTS OF THE OWNERs AND WCI.................................41 11.1
Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing shall survive for a period of two (2) years from the Closing Date, except for (i) the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.7, 5.17, 7.1, 7.2, 7.3, 7.5, 7.6, 8.1, 8.2, 8.3, 8.5, 8.6, 10.1, 10.2, 10.3, 10.5 and 10.6 (collectively, the “Fundamental Representations”), which shall survive for a period of four (4) years from the Closing Date; (ii) the representations and warranties contained in Section 5.11 (Environmental Matters), which shall survive for a period of six (6) years from the Closing Date; and (iii) the representations and warranties contained in Section 5.10 (Taxes), which shall survive until the date that is sixty (60) days after the expiration of the applicable statutes of limitations (including all periods of extension and tolling). Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. If a notice of a claim for indemnification under this Article IV has been timely given in accordance with this Agreement prior to the expiration of the applicable survival period for the applicable representation, warranty or covenant, then the applicable representation, warranty or covenant shall survive as to such claim, until such claim has been finally resolved.
Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement, other than those contained in Section 3.11, and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of one year from the Closing
Limitations on Indemnities. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Parties hereto contained in this Agreement, other than those contained in Sections 3.14, 3.16(d), 3.16(e), 3.16(f), 3.16(g) and 3.16(h), and the covenants and agreements of the Parties hereto contained herein required to be fully performed on or before the Closing, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect for a period of one year from the Closing Date. Each covenant and agreement of the Parties in this Agreement which by its terms requires performance after the Closing Date, other than those contained in Article 8, shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed. The representations and warranties contained in Sections 3.14, 3.16(d), 3.16(e), 3.16(f), 3.16(g) and 3.16(h) and the covenants and agreements contained in Article 8 shall survive until the expiration of sixty (60) days after the end of the applicable statute of limitations period.
Limitations on Indemnities. (a) After the Closing Date, neither Buyer nor Seller shall be entitled to seek indemnification from the other Party with respect to the inaccuracy or breach of any representation or warranty made by such Party hereunder, or a breach or default in the performance by such Party of any covenant or agreement of that Party contained in this Agreement, unless the Party seeking indemnification gives written notice of the alleged breach, inaccuracy, or default to the Party from whom indemnification is sought no later than nine (9) months after the Closing Date.
