Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Emdeon Corp), Limited Liability Company Agreement (Emdeon Inc.), Stock Purchase Agreement (HLTH Corp)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.016.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 3 contracts
Samples: Stock Exchange Agreement (EVO Transportation & Energy Services, Inc.), Stock Purchase Agreement (EVO Transportation & Energy Services, Inc.), Membership Interest Purchase Agreement (EVO Transportation & Energy Services, Inc.)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect pursuant to the subject matter of such claim or Action terms hereof on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.019.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 2 contracts
Samples: Asset Purchase Agreement (China Carbon Graphite Group, Inc.), Stock Purchase Agreement (Hollywood Media Corp)
Limits on Indemnification. (a) No claim may be asserted nor may against any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.018.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved by final non-appealable judgment.
Appears in 2 contracts
Samples: Stock Purchase Agreement (America Movil Sa De Cv/), Stock Purchase Agreement (Verizon Communications Inc)
Limits on Indemnification. (a) No claim may be asserted nor may against any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action (to the extent known) on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.017.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Grifols SA), Asset Purchase Agreement (Hologic Inc)
Limits on Indemnification. (ai) No claim may be asserted nor may against any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.018(a), in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Flowserve Corp), Asset Purchase Agreement (Xanser Corp)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation representation, warranty, covenant or warranty agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01.
Appears in 2 contracts
Samples: Restructuring and Investment Agreement (Stock Building Supply Holdings, Inc.), Restructuring and Investment Agreement (Stock Building Supply Holdings, Inc.)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect pursuant to the subject matter of such claim or Action terms hereof on or prior to the date on which the representation representation, warranty or warranty on covenant upon which such claim or Action is based ceases to survive as set forth in Section 9.017.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 2 contracts
Samples: Stock Purchase Agreement (HAPC, Inc.), Stock Purchase Agreement (I Flow Corp /De/)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation representation, warranty, covenant or warranty agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.018.01.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Stryker Corp), Sale and Purchase Agreement (Boston Scientific Corp)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation or warranty contained hereinParty pursuant to this Article VIII, unless written notice of such claim or action is received by such party Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virtus Investment Partners, Inc.)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.0110.1, in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 1 contract
Samples: Asset Purchase Agreement (Glenayre Technologies Inc)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either a party hereto for breach of any representation representation, warranty, covenant or warranty agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01.
Appears in 1 contract
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either any party for breach of any representation or warranty contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.017.1, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date.
Appears in 1 contract
Samples: Product Transfer Agreement (Hi Tech Pharmacal Co Inc)
Limits on Indemnification. (a) No claim may be asserted nor may against any Action be commenced against either party Party for breach of any representation or warranty contained hereinherein or in any Ancillary Agreement, unless written notice of such claim or action is received by such party Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01claim.
Appears in 1 contract
Samples: Asset Purchase Agreement (First Acceptance Corp /De/)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either a party hereto for breach of any representation representation, warranty, covenant or warranty agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.018.01.
Appears in 1 contract
Samples: Share Purchase Agreement (Sina Corp)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.01.
Appears in 1 contract
Samples: Stock Purchase Agreement (HLTH Corp)
Limits on Indemnification. (a) No claim for indemnification may be asserted nor may any Action be commenced against either a party for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect pursuant to the subject matter of such claim or Action terms hereof on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive expires as set forth in Section 9.0110.1, in which case such representation or warranty shall survive as to such claim until such claim has been finally resolved.
Appears in 1 contract
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation or warranty contained herein, unless written notice of such claim or action Action is received by such party party, in accordance with Section 9.05, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01.
Appears in 1 contract
Limits on Indemnification. (a) No claim may be asserted nor may any Action action be commenced against either party any Party for breach of any representation representation, warranty, covenant or warranty agreement contained herein, unless written notice of such claim or action is received by such party Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action action is based ceases to survive as set forth in Section 9.019.1 hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (North American Insurance Leaders, Inc.)
Limits on Indemnification. (a) No claim may be asserted nor may any Action action be commenced against either party for breach of any representation or warranty contained herein, herein unless written notice of such claim or action is received by such party the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action action on or prior to the date on which the representation or warranty on which such claim or Action action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pseg Energy Holdings LLC)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party any Party for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.
Appears in 1 contract
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party Party for breach of any representation representation, warranty or warranty covenant contained herein, unless written notice of such claim or action is received by such party Party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty or warranty covenant on which such claim or Action is based ceases to survive as set forth in Section 9.0111.1 (Survival), in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ralcorp Holdings Inc /Mo)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either any party for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation or warranty on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.
Appears in 1 contract
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation or warranty contained hereinParty pursuant to this ARTICLE VIII, unless written notice of such claim or action is received by such party Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KCAP Financial, Inc.)
Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either a party hereto for breach of any representation representation, warranty, covenant or warranty agreement contained herein, unless written notice of such claim or action Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation representation, warranty, covenant or warranty agreement on which such claim or Action is based ceases to survive as set forth in Section 9.017.01.
Appears in 1 contract
Samples: Equity Transfer Agreement
