Survival; Limitations on Indemnification Sample Clauses

Survival; Limitations on Indemnification. (a) The representations and warranties of Buyer contained in Section 3.03(f) shall survive the Closing indefinitely. The representations and warranties of Seller contained in Section 3.01(f) and Section 3.01(h) through Section 3.01(z) shall survive the Closing for twelve (12) months. The remainder of Seller’s representations, warranties, covenants and agreements shall survive the Closing for the period of the statute of limitations unless expressly stated to survive for a shorter period of time. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration.
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Survival; Limitations on Indemnification. (a) The representations and warranties of Seller contained in Section 3.01(f) through Section 3.01(o) shall survive the Closing and expire at 5:00 p.m. Central Time on December 31, 2015. The remainder of the representations, warranties, covenants and agreements shall survive indefinitely unless expressly stated to survive for a shorter period of time. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration.
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Survival; Limitations on Indemnification. The representations, warranties, covenants and agreements of the parties contained herein or in any other agreements or documents executed in connection herewith shall survive the Closing. Notwithstanding the foregoing, the indemnification of Chart and the Company provided under Section 8.1 shall be limited in certain respects as follows: any claim for indemnification relating to any inaccuracy in or breach of any representation or warranty of Shareholders must be made within eighteen (18) months after the Closing Date, except that (i) there shall be no limits on the time for making a claim for indemnification relating to the representations and warranties contained in Article 3 ("Shareholders' Representations and Warranties Concerning the Transaction"), Sections 4.1.1 ("Organization and Power"), or 4.7.1 ("Title"), (ii) any claim for indemnification relating to the representations and warranties contained in Section 4.3.4 ("Taxes") may be made until the expiration of the applicable statute of limitations for either the assessment or collection of Taxes for the periods referred to therein, and (iii) any claim for indemnification relating to the representations and warranties contained in Sections 4.6 ("Employee Benefits") or 4.7.4 ("Environmental Matters") may be made until the second (2nd) anniversary of the Closing Date. There shall be no limits on the time for making a claim for indemnification relating to the undertakings of Shareholders set forth in Section 7.13 hereof or in the second sentence of Section 8.1 hereof.
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Survival; Limitations on Indemnification. (a) The representations and warranties and covenants and agreements of the parties contained herein will survive the Closing (even if the damaged party knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing), subject to the time limitations set forth in Section 7.1(b) below. Notwithstanding the first sentence of this Section 7.1, and without limiting the generality thereof, any representation or warranty, covenant or agreement in respect of which indemnity may be sought under any section of this Agreement will survive the time at which it would otherwise terminate pursuant to this Agreement, if notice of the breach of the representation or warranty, covenant or agreement giving rise to such indemnity shall have been given to the party against whom such indemnity may be sought, prior to such time.
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Survival; Limitations on Indemnification. (a) The representations and warranties and covenants and agreements of the parties contained herein will survive the Closing, subject to the time limitations set forth in Section 7.1(b) below. Notwithstanding the first sentence of this Section 7.1, and without limiting the generality thereof, any representation or warranty, covenant or agreement in respect of which indemnity may be sought under any section of this Agreement will survive the time at which it would otherwise terminate pursuant to this Agreement, if notice of the breach of the representation or warranty, covenant or agreement giving rise to such indemnity shall have been given to the party against whom such indemnity may be sought, prior to such time. If Xxxxx has reason to know of any misrepresentation or breach of warranty, covenant or condition herein prior to the Closing, Xxxxx agrees to promptly notify Seller of such occurrence and Buyer and Seller agree to use commercially reasonable efforts to cure such misrepresentation or breach in a manner mutually satisfactory to Buyer and Seller. If such parties have not reached agreement regarding a mutually satisfactory cure and all other conditions to Closing hereunder are otherwise satisfied, then Xxxxx may agree to effect the Acquisition and thereafter make a claim for indemnification under this Section 7.1 in respect of any Losses incurred by Xxxxx and/or Parent arising from such uncured misrepresentation or breach.
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Survival; Limitations on Indemnification. The representations, warranties, covenants and agreements of the parties contained herein or in any other agreements or documents executed in connection herewith shall survive the Closing. Notwithstanding the foregoing, the indemnification of Buyer provided under Section 8.1 shall be limited in certain respects as follows: any claim for indemnification relating to any inaccuracy in or breach of any representation or warranty of Seller or Shareholders must be made within eighteen (18) months after the Closing Date, except that (i) there shall be no limits on the time for making a claim for indemnification relating to the representations and warranties contained in Sections 4.1.1 ("Organization and
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Related to Survival; Limitations on Indemnification

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limitation on Indemnification Any indemnification provided under this Section 14 shall be recoverable only out of the assets of the Company and not from the Members.

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Limitations on Indemnity No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

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