Common use of Limits on Indemnification Clause in Contracts

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 3 contracts

Samples: Share Purchase Agreement (Bemis Co Inc), Share Purchase Agreement (Bemis Co Inc), Stock Purchase Agreement (Jetblue Airways Corp)

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Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (PNA Group Holding CORP)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PNM Resources Inc), Stock Purchase Agreement (Davita Inc)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.016.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 2 contracts

Samples: Share Purchase Agreement (Chuanwei Zhang), Share Purchase Agreement (Yingli Green Energy Holding Co LTD)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 2 contracts

Samples: Interest Contribution Agreement (Mack Cali Realty Corp), Membership Interest Purchase and Contribution Agreement (Mack Cali Realty Corp)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (White Electronic Designs Corp), Asset Purchase Agreement (Zila Inc)

Limits on Indemnification. (a) No claim may be asserted nor may any Action action be commenced against either party an Indemnifying Party for breach of any representation, warranty, covenant or 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 action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Claxson Interactive Group Inc)

Limits on Indemnification. (ai) No claim may be asserted nor may any Action be commenced against either party Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.016.1(a), irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Orion Marine Group Inc)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either any party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action Action is received by such party describing describing, in reasonable detail 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date.

Appears in 1 contract

Samples: Purchase Agreement (Intrawest Resorts Holdings, Inc.)

Limits on Indemnification. (a) No claim may be asserted nor and no Action may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.016.01, irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date.

Appears in 1 contract

Samples: Limited Partnership Interest Purchase Agreement (Industrial Income Trust Inc.)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant representation or agreement warranty contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances (to the extent then known) with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant representation or agreement warranty on which such claim or Action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Stock Purchase Agreement (CONSOL Energy Inc)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either another party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chartered Semiconductor Manufacturing LTD)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.0110.01, 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 Agreement (Thomson Corp /Can/)

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Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Purchase Agreement (Mueller Water Products, 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, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.018.01, irrespective of whether the subject matter of such claim or action Action shall have occurred before or after such date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Repligen Corp)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Thomson Corp /Can/)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or 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 on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Equity Interest Transfer Agreement (Adama Agricultural Solutions Ltd.)

Limits on Indemnification. (ai) No claim may be asserted nor may any Action suit, action or arbitration (“Action”) be commenced against either any party for breach of any representation, warranty, covenant or 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, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.0110(a), irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Share Purchase Agreement (Nautilus Marine Acquisition Corp)

Limits on Indemnification. (a) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant representation or agreement warranty on which such claim or Action is based ceases to survive as set forth in Section 7.018.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Escrow Agreement (Virtual Radiologic CORP)

Limits on Indemnification. (af) No claim may be asserted nor may any Action be commenced against either party for breach of any representation, warranty, covenant or 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, warranty, covenant or -52- agreement on which such claim or Action is based ceases to survive as set forth in Section 7.019.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Innophos Holdings, Inc.)

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