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 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.
(1) The Fund acknowledges that DST has proprietary rights in and to its systems used to perform services hereunder including, but not limited to the maintenance of securityholder accounts and records, processing of related information and generation of output, including, without limitation any changes or modifications of such systems and any other DST programs, data bases, supporting documentation, or procedures.
(2) The Fund acknowledges that DST intends to develop and offer analytics-based products and services for its customers. In providing such products and services, DST will be using consolidated data across all clients, including data of the Fund, and make such consolidated data available to clients of the analytics products and services. The Fund hereby consents to the use by DST of Fund Confidential Information (including shareholder information) for in the offering of such products and serv...
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).
(b) Notwithstanding the foregoing or anything to the contrary herein, but subject to Section 9.2(f), it is agreed that the R&W Insurance Policy procured by Parent shall be the Parent Indemnified Parties’ sole recourse and source for recovery for Losses under this Article IX in excess of the Representative’s maximum liability for $25,000,000 in the aggregate (as such $25,000,000 amount shall be reduced in accordance with the terms of this Agreement, the “Representative Cap”). For indemnification claims made by the Parent Indemnified Parties pursuant to this Agreement (subject to the other limitations set forth herein, including, without limitation, if applicable, the Deductible and the Mini Basket): (1)(x) at any time from and after the Closing to and including April 30, 2015 (the “General Survival Period”), the Representative Cap shall be $25,000,000 and (y) the Parent Indemnified Parties shall only be entitled to indemnification from the Representative (and the Representative shall only have liability) for claims made during such General Survival Period (regardless of when an indemnification payment is made with respect to s...
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. 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. 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) and the covenants of the Seller and the Shareholders set forth in Sections 6.9 and 13.1 shall survive for a period of five 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 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.
(n) Section 13.1 is hereby deleted in its entirety and replaced with the following:
Limitations; Survival. The representations, warranties and covenants of the parties shall survive the Closing for a period of 18 months 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 contained in this Agreement relating to taxes. Notwithstanding anything to the contrary contained in this Agreement, these limited survival periods shall not apply to a fraudulent act or omission. 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. (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).
(b) All of the representations and warranties of the Buyer contained in this Agreement or in any certificate furnished pursuant to this Agreement shall survive the Closing and continue in full force and effect until the second anniversary of the Closing Date. The representations and warranties made in Article IV of this Agreement shall survive until Escrow Amount shall have been paid out pursuant to the Escrow Agreement. The representations and warranties made in Article III shall survive until the expiration of the applicable statute of limitation. The covenants and agreements made in Article VI shall survive until such time as fully complied with. The covenants and agreements that are to be performed in whole or in part after the Closing Date and that, by their terms, expire on a specified date shall survive until such date. Notwithstanding anything to the contrary herein, no claim for indemnification under this Article VIII shall be made with respect to any representation or warranty herein after the survival period for such representation or warranty, except as to any matters with respect to which a bona fide written claim shall have been made or an Action at law or in equity shall have commenced before such date, in which event the ap...
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”).
(b) The Buyer Indemnitees will be entitled to indemnification pursuant to Section 1.2(a) only to the extent that the aggregate amount of all Losses suffered by all Buyer Indemnitees, in the aggregate exceeds US $1,650,000.00 (the “Basket”) and solely to the extent that such Losses exceed the Basket.
(c) Notwithstanding anything to the contrary herein, each of the Eligible Claim Threshold and the Basket shall not apply to claims for indemnification pursuant to (i) Section 1.2(a) for any inaccuracy in or breach of a Fundamental Representation, (ii) any claim involving fraud, or (iii) Sections 1.2 (b) through (i).
(d) The representations and warranties of the Parties contained in the Transaction Documents, and the right of the Parties to indemnification pursuant to Sections 1.2(a) or 1.3(a) shall survive the Closing and continue in full force and effect until the 24-month anniversary of the Closing Date (the “Expiration Date”); provided, however, that
(i) there will be no expiration date for claims for indemnification pursuant to Sections 1.2(a) or 1.3(a), as a result of any inaccuracy in or breach of the representations and warranties set forth in: (A) the following Sections of the Scepter Purchase Agreement: Sections 4.01 (Organization and Qualification of Sellers), 4.02 (Authority of Sellers), 4.08 (Title to Purchased Assets), 5.01 (Organization of Buyers) and 5.02 (Authority of Buyers); or (B) the following Sections of the Eco One Purchase Agreement: Sections 3.01 (Organization and Authority of Seller), 3.02 (Organization, Authority and Qualification of the Companies), 3.03 (Capitalization), and 4.01 (Organization and Authority of Buyer);
(ii) the Expiration Date for claims for indemnification pursuant to Section 1.2(a) as a result of any inaccuracy in or breach of the representations and warranties set forth in Section 4.18 (Environmental Matters) of the Scepter Purchase Agreement and Section 3.19 (Environmental Matters) of the Eco One Purchase Agreement shall be the 6-year anniversary of the Closing Date;
(iii) the Expiration Date for claims for indemnification pursuant to Section 1.2(a) as a result of any inaccuracy in or breach of the representations and warranties set for...
