Survival of Indemnification Claims. The indemnification obligations set forth in this Article IX shall survive the Closing.
Survival of Indemnification Claims. The indemnification obligations set forth in this Section 9 shall survive the Closing.
Survival of Indemnification Claims. Claims for indemnification pursuant to section 8.A with respect to breaches of representations and warranties shall not be made after the expiration of the representations and warranties as provided for in section 1.C; provided, however, that in the event that a notice of claim shall have been given on or before 11:59 p.m., Eastern Time, on the last day of the applicable survival period, the representation or warranty that is the subject of such indemnification claim shall survive for the purposes of such claim until such time as such claim is finally resolved.
Survival of Indemnification Claims. The indemnification obligations set forth in this §9 shall survive the Closing as set forth in §9.1. Any rights with respect to a claimed breach of a representation or warranty shall expire at the date of termination of the representation or warranty claimed to be breached as set forth in §9.1 hereof (the “Termination Date”), unless on or prior to the Termination Date written notice asserting such claimed breach has been given to Seller; provided, that if any such notice is timely given, the claim to which such notice relates may continue to be asserted beyond the Termination Date.
Survival of Indemnification Claims. It is expressly understood and agreed that MTGA remains bound by and subject to the duty to provide indemnification to Xxxxx as set forth in Section 1(D) of the Employment Agreement and that such obligation continues indefinitely and remains in full force and effect notwithstanding termination of the Employment Agreement, except that MTGA shall have no duty or obligation to defend or indemnify Xxxxx with respect to any claim asserted by any company in which Xxxxx had or has a financial interest or as required by written order of any regulatory or government agency having jurisdiction over the MTGA or its subsidiaries.
Survival of Indemnification Claims. (a) The representations and warranties of the Company or the Seller set forth in Section 3.2 (Capitalization) shall survive until the date that is earlier of (i) 60 days after the applicable statute of limitations and (b) 10 years after the Closing Date;
(b) The Section 8.1(a) Matter and the Section 8.1(b) Matter shall survive the Closing until the date that is six (6) years after the Closing Date;
(c) Covenants, agreements and obligations of Seller and the Company to be performed prior to the Closing shall survive until June 1, 2022.
(d) Indemnification claims that may be made under the Section 8.1(c) Matter, Section 8.1(d), Section 8.1(e) and Section 8.1(f) shall survive the Closing until the date that is 60 days after the applicable statute of limitations with respect to such indemnifiable matter;
(e) Any claims for indemnification under this Article VIII must be made pursuant to the applicable provisions of this Section 8.4 prior to the expiration of the applicable survival date. Without limiting the foregoing, all claims that may be made by any Purchaser Indemnified Party pursuant to Section 8.1, in each case and together with the applicable representations, warranties, covenants and agreements applicable to such claim, may be made only prior to the applicable survival date contemplated in this Section 8.4 (provided that if any claim is timely made prior to such applicable expiration date, such claim shall survive until it is fully resolved in the accordance with the terms hereof). For the avoidance of doubt, survivability of matters not addressed in this Section 8.4 are addressed by Section 11.1. The Parties intend for the survival periods in this Section 8.4 (other than with respect to matters indemnifiable under Section 8.1(d) and 8.1(e)) and in Section 11.1 to operate as a contractual statute of limitations and to shorten, replace and superseded any statute of limitations that may otherwise be applicable and the Parties acknowledge and agree that such survival periods are reasonable and appropriate.
Survival of Indemnification Claims. All claims for indemnification under this Article VIII must be asserted no later than (a) in the case of any claim for indemnification in connection with any Specified Tax Proceeding, the date that is 90 days following the expiration of the applicable statute of limitations, (b) in the case of any claim for indemnification for the Specified Litigation, the date that is 90 days following the date a decision, judgment, decree or other order by any court of competent jurisdiction has been rendered with respect to the Specified Litigation, which decision, judgment, decree or other order has become final and non-appealable and (c) in the case of any other claim for indemnification, the 12-month anniversary of the Closing Date. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, the Indemnifying Party has been properly notified of a claim for indemnity hereunder and such claim has not been finally resolved or disposed of at such date, such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Survival of Indemnification Claims. Any claim for Losses pursuant to Section 7.1 or Section 7.2, as applicable, whether incurred or contingent, must be asserted in a writing delivered to the Indemnifying Party by the Indemnified Party on or prior to the fifteenth (15) month anniversary of the Closing Date, except to the extent based on representations and warranties subject to different survival periods as provided in Section 10.1.
Survival of Indemnification Claims. For purposes of clarity, following the Agreement Date, any indemnification claims made in good faith and pursuant to the terms of the Indemnification Agreement shall survive indefinitely, provided that a Closing has occurred. In addition, and as provided in the Indemnification Agreement, any indemnification claims for which a Claim Notice (as defined in the Indemnification Agreement) has been furnished in accordance with the terms of the Indemnification Agreement and prior to any termination of this Agreement (in accordance with Section 20 hereto) shall survive such termination and continue indefinitely until resolved pursuant to the Indemnification Agreement.
Survival of Indemnification Claims. It is expressly understood and agreed that RCGR remains bound by and subject to the duty to provide indemnification to Xx. Xxxxx and that such obligation continues indefinitely and remains in full force and effect notwithstanding termination of the employment, except that RCGR shall have no duty or obligation to defend or indemnify Xx. Xxxxx with respect to any claim asserted by any company in which Xx. Xxxxx had or has a financial interest or as required by written order of any regulatory or government agency having jurisdiction over RCGR or its subsidiaries. Xx. Xxxxx also understands and agrees that he and the Prior Officers and Directors are bound by the Hold Harmless and Indemnification Agreement dated November 16, 2017, that he executed on his and Messrs. Xxxxxxx and Xxxxxxx’x behalf.
