Time Limitation on Indemnification. Notwithstanding the foregoing, no claim may be made or suit instituted under any provision of this Article VIII more than two (2) years following the Closing Date (the "General Survival Period")
Time Limitation on Indemnification. Notwithstanding the provisions of Section 9.2, the Ferro Sellers will not be obligated to indemnify or defend International Paint, or hold International Paint harmless, from or against any liability, damage, claim, cost, or expense (including attorneys' fees) arising out of a misrepresentation or breach of warranty by the Ferro Sellers pursuant to Section 9.2, and any cause of action based thereupon shall expire and terminate, unless International Paint delivers to the Ferro Sellers notice and a full explanation of the alleged breach on or before 5:00 p.m. (Eastern Time) -
(A) In the case of claims by International Paint for misrepresentations or breaches of warranty of the Ferro Sellers' Tax warranties under Section 7.2(P), 90 days after expiration of the applicable statute of limitation period with respect to the particular Tax at issue; and
(B) In the case of any other claim, the 18 month anniversary of the Closing Date. The foregoing time limitations shall not apply with respect to any breach of the representations and warranties set forth in Section 7.1(A), (B), (C) or (D), which representations and warranties shall survive indefinitely or to any breach of the representations and warranties set forth in Section 7.2(M) or (N), any breach of which shall be governed solely by Section 8.2.
Time Limitation on Indemnification. Notwithstanding the foregoing, no claim may be made or suit or other Action instituted under Sections 8.1(a), 8.1(b), 8.1(c), 8.2(a) and 8.2(b) following the expiration of the applicable survival period set forth in Section 7.3 (the “General Survival Period”) except for Reserved Claims. The term “
Time Limitation on Indemnification. Notwithstanding the foregoing, no claim may be made or suit instituted under this Section 5.7 unless such claim is asserted by written notice specifying to a reasonable degree the material details of the alleged breach (to the extent then known) that is delivered to the other Party on or before the first anniversary of the termination or expiration of this Agreement.
Time Limitation on Indemnification. Notwithstanding the provisions of Section 9.2(B), the Ferro Sellers will not be obligated to indemnify or defend the RandH Buyers, or hold the RandH Buyers harmless, from or against any liability, damage, claim, cost, or expense (including attorneys' fees) arising out of a misrepresentation or breach of warranty by the Ferro Sellers pursuant to Section 9.2(B), and any cause of action based thereupon shall expire and terminate, unless the RandH Buyers delivers to the Ferro Sellers notice and a full explanation of the alleged breach on or before 5:00 p.m. (Eastern Time) -
(A) In the case of claims by the RandH Buyers for misrepresentations or breaches of warranty of the Ferro Sellers' tax warranties under Section 7.2(P), 90 days after Conformed Copy expiration of the applicable statute of limitation period with respect to the particular tax at issue; and
(B) In the case of any other claim, the second anniversary of the Closing Date.
Time Limitation on Indemnification. Except for claims relating to Sections 3.01, 3.02, 3.13, 3.16 and 3.21 and claims relating to covenants and obligations contained in this Agreement which are to be performed after the Closing, no claim may be made and no suit may be instituted by Buyer or Seller under Sections 8.02(a)(iii) or 8.02(b)(ii) of this Agreement after eighteen (18) months from the Effective Time. In regard to all other claims relating to this Agreement, including, but not limited to claims relating to Sections 3.01, 3.02, 3.13, 3.16 and 3.21 and claims relating to covenants and obligations contained in this Agreement, such claims may be made or suit instituted by Buyer or Seller only until one hundred eighty (180) days following the expiration of the applicable statute of limitation.
Time Limitation on Indemnification. Notwithstanding the foregoing, no claim may be made or suit instituted under Section 7(a) or Section 7(b) following the expiration of the applicable survival period set forth in Section 6 (the “General Survival Period”) except for Reserved Claims. The term “Reserved Claims” shall mean: (a) all claims as to which any indemnified party has in good faith given the indemnifying party written notice on or prior to the end of the applicable General Survival Period; and (b) all claims to the extent based on fraud. No claim may be made or suit instituted under any provision of this Section 7 unless the indemnified party provides written notice to the indemnifying party on or prior to the expiration of the applicable General Survival Period (which written notice shall describe the facts then known by the indemnified party relating to such claim, including, without limitation, the reason why the indemnified party believes the claim is subject to indemnification by the indemnifying party, and which for third party claims, shall attach, if available, a copy of the written instrument or instruments in which the third party claim is asserted).
Time Limitation on Indemnification. No claim may be made or suit instituted by the Buyer under any provision of this Section 12 after April 30, 1998, except for: (i) claims as to which any Indemnitee has given any Indemnifying Party written notice (describing with reasonable specificity the amount and basis of such claims) on or prior to Aprix 00, 0000, (xx) xxxims for breaches of the representations and warranties contained in Sections 4.1, 4.2, 4.4 and 5.1.3 and the last sentence of Section 5.1.4, which may be made at any time without limitation, and (iii) claims for breaches of the representations and warranties contained in Sections 5.11, which may be made at any time prior to the expiration of the statute of limitations applicable to the matters covered by each such Section. No claim may be made or suit instituted by any Seller under any provision of this Section 12 after April 30, 1998 except for claims as to which any Indemnitee has given any Indemnifying Party written notice (describing with reasonable specificity the amount and basis of such claims) on or prior to April 30, 1998.
Time Limitation on Indemnification. If the Closing occurs, no claim for indemnification pursuant to Section 9.2(A), Section 9.4(A) or Section 9.5(A) may be made unless on or before the first (1st) anniversary of the Closing (the “Survival Period End Date”) the party seeking indemnification notifies the indemnifying party in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the party making the claim; provided, however, that the foregoing limitation shall not apply to any fraud or intentional breach of a representation or warranty. Any claim for indemnification pursuant to Section 9.3(A) that is based on a breach of Section 3.2 or 3.3 may be made at any time after the Closing and the Survival Period End Date.
Time Limitation on Indemnification. Claims for indemnification for Losses shall be made on or prior to the Release Date. If written notice of a claim has been given to any Indemnifying Party prior to the Release Date, such claim shall survive as to such claim until such claim has been finally resolved.
