Time Limitations on Indemnification Sample Clauses

Time Limitations on Indemnification. Notwithstanding anything herein ----------------------------------- to the contrary, claims for indemnification under this Section 11 may be brought after the Closing and at any time prior to the expiration of the legal statute of limitations applicable to the subject matter of the claim underlying the claim for indemnification; provided that any claims under Section 11.1(e) or under Section 11.1(f) must be noticed within 60 days after conclusion of the first audit of Newco financial results following the Closing that includes the combined financial results of the Group Business and VERITAS (and in any event within twelve (12) months after the closing). To preserve a claim for indemnification under this Section 11, an indemnified party need only provide written notice in reasonable detail of such claim to SSI prior to the expiration of the applicable time limit (if any) described in the preceding sentence; and if an indemnified party provides such notice prior to the expiration of such time limit, such indemnified party may pursue such claim for indemnification after the expiration of such time limit.
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Time Limitations on Indemnification. 69 11.3 No Limitation on Other Rights................................ 70 12.
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Time Limitations on Indemnification. Notwithstanding anything to the contrary in this ARTICLE 11, neither party may assert a claim pursuant to this ARTICLE 11 after the date which is three years after the Closing Date, except (i) claims with respect to the representations and warranties contained in SECTIONS 7.1 (Incorporation and Qualification), 7.2 (Authority), 7.28 (Title to Assets), 8.1 (Incorporation and Qualification) or 8.2 (Authority), including corresponding sections of the Disclosure Letter, shall not be subject to any limitation as to time; (ii) claims with respect to the representations and warranties contained in SECTION 7.24 (Environmental, Health and Safety), including the corresponding section of the Disclosure Letter, may not be made after the date which is sixty months after the Closing Date; (iii) claims with respect to any breach of any covenant, obligation or agreement under this Agreement, or based on fraud, shall not be subject to any limitation as to time and (iv) claims with respect to the representations and warranties contained in SECTION 7.16 (Taxes) shall not be made after the date which is 60 days after the expiration of the applicable statute of limitations governing the Tax to which the claim relates (after giving effect to any agreement extending or tolling such statute of limitations).
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Time Limitations on Indemnification. Notwithstanding the provisions of Section 8.1 (A) and 8.2(A) but subject to Section 8.7, neither party will have any liability to the other arising out of a breach of any representation or warranty contained in Article III of this Purchase Agreement, and any cause of action based thereupon shall expire and terminate, unless the party claiming that such breach occurred delivers to the other party written notice and a reasonably full explanation of the alleged breach on or before 5:00 p.m. (Eastern Standard Time) on March 31, 1999, except for claims relating to Section 3.2(D), which shall survive until the relevant statute of limitations (including any extension thereof by Seller or the Company) has run, and claims relating to Section 3.2(K), for which such notice must be given prior to the fourth annual anniversary of the Closing.
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Time Limitations on Indemnification. 29 8.7 Exclusive Remedy. . . . . . . . . . . . . . . . . .30 ARTICLE IX AMENDMENT, WAIVER, TERMINATION, AND CANCELLATION. . . . . . . . . . . . . . . . . . . . . . 30 - iii -
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Related to Time Limitations on Indemnification

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

  • 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:

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

  • 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.

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

  • 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.

  • 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.

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

  • 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:

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