Limitations; Survival. The provisions of this Article VII shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party’s possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software which are the property of the other Party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years.
Limitations; Survival. The provisions of this Article VIII shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party's possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Schedule by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Schedule, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software which are the property of the other Party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Schedule shall survive the termination or expiration of this Schedule for a period of ten (10) years, except with respect to any non-public personal information as defined under federal and state privacy laws, for which information the undertakings and obligations relating to confidentiality and nondisclosure in this Schedule shall survive the termination or expiration of this Schedule for the period of time required by such applicable law.
Limitations; Survival. The representations and warranties of the parties shall survive the Closing for a period of two years from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Buyer, provided that the representations and warranties as to Tax Claims (as hereinafter defined) shall survive for a period of six years from the Closing Date. For purposes hereof, Tax Claims means any claim based upon, arising out of, or otherwise in respect of, any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement relating to taxes, including, without limitation, those contained in Sections 4.6 and 4.13 hereof. Notwithstanding anything to the contrary contained in this Agreement, these limited survival periods shall not apply to a fraudulent acts or omissions. No action or proceeding may be brought with respect to any of the representations and warranties unless written notice thereof shall have been delivered to the Buyer or the Seller, as the case may be, prior to the expiration of such applicable survival period.
Limitations; Survival. The provisions of this Section 23 shall not apply to any information if and to the extent such information was (i) independently developed by the receiving party as evidenced by documentation in such party’s possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving party or (iv) known to the receiving party free of restriction at the time of such disclosure; provided, however, that the person or party asserting the existence of any of the foregoing exceptions shall bear the burden of proof with respect thereto. The parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the parties shall forthwith return to one another all written materials and computer software which are the property of the other party, subject to each party’s internal document retention policies and procedures. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years provided that, to the extent Confidential Information includes information that is also a Trade Secret as defined by the Uniform Trade Secrets Act, the obligation to protect such Trade Secrets shall survive the termination of this Agreement and shall remain for so long as such Confidential Information constitutes a Trade Secret, as defined by the Uniform Trade Secrets Act.
Limitations; Survival. (a) Notwithstanding anything herein to the contrary, but subject to Section 9.2(f), Parent shall not be entitled to recover Losses under Section 9.1 (X) unless, until and only to the extent that the aggregate amount of all Losses suffered or incurred by the Parent Indemnified Parties exceeds in the aggregate $5,140,000 (the “Deductible”), in which case Parent shall be entitled to indemnification only for such excess (subject to the Cap or the Representative Cap, as the case may be), (Y) in excess of $51,500,000 or such greater amount as may be provided in the R&W Insurance Policy (the “Cap”), and (Z) for any single claim less than $50,000 (the “Mini-Basket”), except that a series of related claims (or Losses), including individual Tax claims, shall be aggregated for purposes of this Section 9.2(a)(Z) Mini-Basket. The Parent Indemnified Parties will be entitled to recover for, and the Deductible and the Mini-Basket set forth in this Section 9.2(a)(X) and (Z), respectively shall not apply to (but, for the avoidance of doubt, the Cap or the Representative Cap, as applicable, shall apply to), any claims for Losses arising out of, in connection with, or related to any Adjustment Escrow Deficiency Amount in accordance with Section 3.7, and each claim for indemnification set forth in Section 9.1(a)(iii), Section 9.1(a)(iv) or Section 9.1(b).
Limitations; Survival. The representations, warranties and covenants of the parties shall survive the Closing for a period of three (3) years from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Company or Pixorial.
Limitations; Survival. (a) Sellers shall not be required to indemnify any of the Buyers for any individual item where the Loss relating to such claim (or any series of claims arising from the same or substantially similar facts or circumstances) is less than US $25,000.00 (the “Eligible Claim Threshold”).
Limitations; Survival. The provisions related to Confidentiality shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party’s possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the Parties shall forthwith return to one another all written materials and computer software which are the property of the other Party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years. Notwithstanding the foregoing, each Party may disclose Confidential Information pursuant to a requirement or request of a governmental agency or pursuant to a court or administrative subpoena, order or other such legal process or requirement of law, or in defense of any claims or causes of action asserted against it; provided, however, that it shall (i) first notify the other of such request or requirement, or use in defense, unless such notice is prohibited by statute, rule or court order; and (ii) at the other Party’s expense, cooperate in the other Party’s efforts to file a motion to quash or similar procedural step to frustrate the production or publication of information. Nothing herein shall require either Party to fail to honor a subpoena, court or administrative order or requirement on a timely basis. Each Party shall cooperate with the other in an effort to limit the nature and scope of any legally required disclosure of Confidential Information. Notwithstanding the foregoing, the Parties agree that, in the course of performance under this Agreement, DST and its employees may gain or enhance its general knowledge, skills, and experience (including ideas, concepts, know-how, and techniques) related to the business of the Trust (collectively referred to as “General Knowledge”). The use of General Knowledge by the DST and its employees will not constitute a breach of this Agreement; provided that such General Knowledge is retained in the unaided memories of the employees of DST. Notwithstanding a...
Limitations; Survival. The provisions of this Article VII shall not apply to any information if and to the extent it was (i) independently developed by the receiving Party as evidenced by documentation in such Party’s possession, (ii) lawfully received by it free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement by the receiving Party or (iv) known to the receiving Party free of restriction at the time of such disclosure. The Parties agree that immediately upon termination of this Agreement, without regard to the reason for such termination, the Parties shall forthwith and at their own election either (i) return to one another all written materials and computer software which are the property of the other Party, or (ii) upon certification, email notice being sufficient, to the other, destroy all written materials and computer software which are the property of the other party. All of the undertakings and obligations relating to confidentiality and nondisclosure in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years. Notwithstanding anything to the contrary herein, upon termination, any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Agreement in order to protect Customer Confidential Information as required by applicable statute or regulation will remain in full force and effect.
Limitations; Survival. (a) No Indemnifying Party shall have any liability under Sections 8.1 or 8.3(a), and Buyer shall not have a claim for recovery under Section 8.2 (i) for Losses arising out of any individual unrelated claim or series of related claims that do not exceed $25,000, (ii) unless and until the aggregate amount of all Losses (other than Losses arising out of any individual unrelated claim or series of related claims that do not exceed $25,000) affecting the Indemnified Party exceeds $300,000 (the "Deductible"), in which event, the Indemnifying Party shall indemnify the Indemnified Party (or Buyer shall be entitled to recover from the Escrow Amount) to the extent such Losses exceed $300,000 (subject to clause (iii) below) and (iii) to the extent the aggregate amount of such payments for Losses to the Indemnified Party by an Indemnifying Party for Losses under Section 8.1 would exceed the Purchase Price payable to such Shareholder. For claims under Section 8.1, the amount of any such claims against a specific Shareholder that are applied against the Deductible shall be limited to such Shareholder's pro rata portion of the Deductible (based on such Shareholder's percentage interest set forth on Schedule 3.1 multiplied by $300,000).
