Time Limitations and Survival Sample Clauses

Time Limitations and Survival. Following the Closing, Seller will have no liability for Seller’s indemnification obligations pursuant to Section 7.1(a), unless on or before the earlier of (x) March 30, 2017 and (y) the sixtieth (60th) day following delivery by the applicable accounting firm to Purchaser or the Company of the Company’s audited consolidated financial statements for the year ending December 31, 2016, Purchaser notifies Seller of a claim specifying the factual basis of such claim in reasonable detail to the extent then known by Purchaser; provided, that (i) a claim with respect to Fundamental Representations may be made at any time until sixty (60) days following the expiration of the applicable statute of limitations, (ii) the Tax Representations shall survive in the manner provided in Section 8.1 (Survival of Tax Representations and Warranties), (iii) a claim with respect to Section 3.16 (Environmental Matters) may be made at any time prior to the second (2nd) anniversary of the Closing Date, (iv) a claim with respect to Section 3.18 (Employee Benefit Matters) may be made at any time prior to the third (3rd) anniversary of the Closing Date and (v) a claim with respect to Section 3.25 (Certain Conduct; Sanctions) may be made at any time prior to the fifth (5th) anniversary of the Closing Date. Purchaser will have no liability (for indemnification or otherwise) with respect to any representation or warranty, unless on or before the earlier of (x) March 30, 2017 and (y) the sixtieth (60th) day following delivery by the applicable accounting firm to Purchaser or the Company of the Company’s audited consolidated financial statements for the year ending December 31, 2016, Seller notifies Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Seller; provided, that (i) a claim with respect to Purchaser Fundamental Representations may be made at any time until sixty (60) days following the expiration of the applicable statute of limitations.
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Time Limitations and Survival. The representations, warranties, covenants and agreements of the parties shall survive the Closing and any investigation by the parties. Any claim by any party with respect to any representation or warranty, or any covenant to be performed on or prior to the Closing Date, by another party for indemnification must be made by written notice given within twelve (12) months after the Closing Date; provided that (i) claims with respect to the representations and warranties contained in Section 3.15 may be made by written notice within three (3) years after the Closing Date and (ii) claims with respect to the representations and warranties contained in Section 3.13.6 may be made by written notice until the earlier of four (4) years after the Closing Date or the conclusion of Buyer's next rate case with respect to the Business.
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Time Limitations and Survival. The representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing until the date that is fifteen (15) months after the Closing Date; provided that (i) the Fundamental Representations and the Purchaser Fundamental Representations shall survive the Closing indefinitely, (ii) the representations set forth in Section 3.9 (Taxes) shall surviving the Closing until the date that is sixty (60) days after the expiration of the applicable statute of limitations (taking into account any waivers or extensions thereof) applicable to the subject matter of the representation and warranty, or for a period of six (6) years if there is no such statute of limitations, and (iii) the representations set forth in Section 3.15 (Environmental Matters) shall surviving the Closing until the date that is three (3) years after the Closing Date. The covenants and agreements of the parties contained herein that are to be performed prior to the Closing will survive the Closing for a period of fifteen (15) months and the covenants and agreements that are to be performed following the Closing will survive the Closing for the period specified herein, or if not specified herein, until the expiration of the applicable statute of limitations plus sixty (60) days (taking into account any waivers or extensions thereof). The period of time that a representation or warranty or covenant or agreement survives the Closing pursuant to this Section 7.3(a) shall be the “Survival Period”. No Purchaser Indemnified Party or Seller Indemnified Party shall be indemnified under this Article VII for a breach of any representation or warranty, unless Seller, on the one hand, or Purchaser, on the other hand, as applicable, is given written notice from such Purchaser Indemnified Party or Seller Indemnified Party, as applicable, asserting a claim and describing in reasonable detail available facts giving rise to such claim (to the extent then known by Purchaser Indemnified Party or Seller Indemnified Party, as applicable) on or before the expiration of the applicable Survival Period. Notwithstanding anything herein to the contrary, (x) if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the applicable Survival Period for such representation, warranty, covenant or agreement upon which such claim is based, the relevant representation, warranty, covenant or a...
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Time Limitations and Survival. The representations and warranties of the Parties under this Agreement and the certifications contained in Seller’s Closing Certificate and the Buyer’s Closing Certificate shall survive the Closing and any investigation by the Parties. Any claim for indemnification by any Buyer Indemnified Party or Seller Indemnified Party pursuant to Section 12.1 or Section 12.2 must be made by written notice given within twelve (12) months after the Closing Date, except with respect to claims for indemnification relating (A) to a breach of any of the covenants or agreements that are performable after the Closing as contained in Article VII and/or any of Sections 2.2.2, 5.1, 5.9, 5.10, 5.11, 6.2, 8.1, 8.2, 8.3, 8.5, 8.7, 8.8, 8.10, 12.4, 12.5, 13.11, 13.12 and 13.13 (collectively, the “Post-Closing Covenants”), (B) the provisions of Section 12.1(b) and 12.2(b) solely as they relate to the Post-Closing Covenants, (C) Section 12.1(c) and (D) (unless terminated pursuant to Section 10.12) Section 12.1(d); provided, however, that (a) any claim for indemnification by any Buyer Indemnified Party with respect to any breach of any of the representations and warranties set forth in Sections 3.2 (Authorization and Validity of Agreement; Title to Shares), 3.3(i) (No Contravention) and/or 3.11 (Tax Matters) (and the certifications in Seller’s Closing Certificate relating to said Sections 3.2, 3.3(i) and/or 3.11) and (b) any claims pursuant to Section 8.5.7, may be made by written notice within sixty (60) days after the expiration of the applicable statute of limitation period. Notwithstanding anything to the contrary, in the event that written notice of a breach of a representation or warranty (or a breach of a covenant or agreement that by its nature is performable prior to or at the Closing) contained herein or in Seller’s Closing Certificate or Buyer’s Closing Certificate that gives rise to a claim for indemnification pursuant to Section 12.1 or 12.2 has, prior to the expiration of the applicable survival period for such representation or warranty (or covenant or agreement), been given to the Party against whom such indemnity claim may be brought, the fact that the applicable survival period expires prior to the resolution of such indemnity claim shall not preclude any Buyer Indemnified Party or Seller Indemnified Party, as the case may be, from pursuing such indemnity claim to its final resolution and obtaining indemnification from Seller or Buyer, as applicable, hereunder.
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Time Limitations and Survival. Except as otherwise provided in this Section 7.3, the representations and warranties of Parent and Seller, and the indemnification for breaches thereof set forth in Section 7.1, shall survive the Closing and will expire one (1) year after the Closing Date. The expiration of Seller's representations and warranties shall not affect any rights of Buyer to seek indemnification for Losses related to Retained Liabilities under Section 7.1(ii).
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Time Limitations and Survival. Following the Closing, Seller will have no liability for Seller’s indemnification obligations pursuant to (i) Section 9.1(a) – (h), unless on or before the date that is eighteen (18) months following the Closing Date or (ii) Section 9.1(i), unless on or before the expiration of the CS Separation Tax Indemnity Period, Buyer notifies Seller of a claim specifying the factual basis of such claim in reasonable detail to the extent then known by Buyer. Buyer will have no liability (for indemnification or otherwise) with respect to any representation or warranty, unless (i) on or before the date that is eighteen (18) months following the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Seller. Except for (and in the case of any certificate provided by Seller or the Company pursuant to this Agreement, with respect to) the Fundamental Representations and the representations and warranties set forth in Section 4.21 and Section 4.28, none of the representations and warranties of Seller or the Company contained herein (or contained in any certificate provided by Seller or the Company pursuant to this Agreement) shall survive the Closing.
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Related to Time Limitations and Survival

  • Term and Survival a) Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company’s Offering (the “Initial Term”) unless either party requests termination at least 30 days prior to the end of the then-current term. b) Additionally, either party may terminate this Service Agreement in the event: i) The other party’s material breach that remains not cured and continues for a period of (A) in the case of a failure involving the payment of any undisputed amount due hereunder, 15 days and (B) in the case of any other failure, 30 days after the non performing party receives notice from the terminating party specifying such failure; ii) Any statement, representation or warranty of the other party is untrue or misleading in any material respect or omits material information; iii) The other party (A) voluntarily or involuntarily is subject to bankruptcy proceedings, (B) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official, (C) makes a general assignment to creditors, (D) commences winding down or liquidation of its business affairs, (E) otherwise takes corporate action for the purpose of effecting any of the foregoing, or (F) ceases operating in the normal course of business; iv) If any change to, enactment of, or change in interpretation or enforcement of any law occurs that would have a material adverse effect upon a party’s ability to perform its obligations under this Service Agreement or a party’s costs/revenues with respect to the services under this Service Agreement; v) Upon direction to a party from any regulatory authority or National Automated Clearing House Association to cease or materially limit the exercise or performance of such party’s rights or obligations under this Service Agreement; vi) If there shall have occurred a material adverse change in the financial condition of the other party; or vii) Upon a force majeure event that materially prevents or impedes a party from performing its obligations hereunder for a period of more than 10 business days.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement. (b) This Agreement may be terminated, without the payment of any penalty, by the Fund or the Adviser at any time, with or without notice. (c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Investment Advisory Agreement; (ii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund; or (iii) upon a quotation or listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof. (d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to the Adviser.

  • Time Limitations Neither Parent nor Acquisition Corp. shall have any liability (for indemnification or otherwise) with respect to any representation or warranty, or agreement to be performed and complied with prior to the Effective Time, unless on or before the two-year anniversary of the Effective Time (the “Claims Deadline”), Parent is given notice of a claim with respect thereto, in accordance with Section 8.05, specifying the factual basis therefor in reasonable detail to the extent then known by the Company Indemnified Parties.

  • Severability and Survival To the extent any provision of this paragraph 28 is found to be unenforceable, it will be severed so the parties’ intent to arbitrate will survive and arbitration will proceed without such provision . All of the terms and provisions of this paragraph 28 will survive the termination or expiration of this Agreement.

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Time Limitation The time limits established in the grievance procedures shall be followed by the parties and the aggrieved employee. If the time limit procedure is not followed by the Union or the aggrieved employee, the grievance shall be considered settled without precedent. If the time procedure is not followed by the Employer, the grievance shall automatically advance to the next step, but arbitration shall only be instituted upon timely written notice by the Union. The time limits established in the grievance and arbitration procedure may be extended by mutual agreement reduced to writing and signed by the parties.

  • Survival Provisions All representations, warranties and covenants contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement. The obligations of the Pledgor under Sections 12 and 14 hereof and the obligations of the Collateral Agent under Section 17.9(b) hereof shall survive the termination of this Pledge Agreement.

  • Term Termination and Survival 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 9.2 or Section 9.3. 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”) if the Defaulting Party: (a) Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach. (b) Becomes insolvent or admits its inability to pay its debts generally as they become due. (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing. (d) Is dissolved or liquidated or takes any corporate action for such purpose. (e) Makes a general assignment for the benefit of creditors. (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), TAI may terminate this Agreement upon written notice to XXX upon the occurrence of any of the following events (each of the following, a “Specified Event of Default”): (a) XXX fails to pay any undisputed amount when due hereunder and such failure continues for 30 days after XXX’s receipt of written notice of nonpayment; (b) XXX fails to timely achieve, complete, or pass any of the XXX Caravan STC Milestone Requirements by the applicable XXX Completion Date (subject to the applicable cure period) as set forth in Exhibit A as determined in the good faith discretion of TAI; provided that, the applicable XXX Completion Dates shall be equitably adjusted to the extent XXX is not able to achieve, complete or pass any XXX Caravan STC Milestone Requirement or such XXX Caravan STC Milestone Requirement is not otherwise met, in each case as a result of (a) the material breach of TAI of its obligations hereunder or (b) the occurrence of a Force Majeure Event, with an extension to the corresponding XXX Completion Date commensurate with the delay caused by such TAI breach or Force Majeure Event, provided, however, that no extension related to a Force Majeure Event shall be longer than 45 days; (c) the occurrence of a “Change of Control”, which means (i) the acquisition by any Person of ownership or power to vote more than 49% of the voting stock of XXX by means of any transaction or series of related transactions (including any reorganization, merger or consolidation, but excluding any business combination with a SPAC by XXX or its Affiliate completed prior to the one (1) year anniversary of the date hereof), (ii) the acquisition of ownership or power to vote more than 10% of the voting stock of XXX by a TAI competitor, (iii) a sale of all or substantially all of the assets of XXX, (iv) a material change of XXX’s senior leadership occurring prior to the five (5) year anniversary of the date hereof, in each case of the foregoing clauses (i) – (iv), directly or indirectly, including as to any successor of XXX;

  • Severability; Waiver; and Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced. (c) The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

  • Non-Survival The representations and warranties made herein shall not survive the termination of this Agreement.

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