Time Limits for Claim Notice for Breach of Representations and Warranties Sample Clauses

Time Limits for Claim Notice for Breach of Representations and Warranties. (1) Notice by the Purchaser. No Damages may be recovered from the Vendors pursuant to Section 4.2(a) unless (subject to the fraud exception below) a Claim Notice is delivered by the Purchaser in accordance with the timing set out below: (a) with respect to the representations and warranties in Sections 2.1(1), (2), (3), (4), (9) and (29) at any time after Closing; (b) with respect to the representations and warranties in Section 2.1(26), at any time before the date that is 30 days after the relevant Governmental Authorities are no longer entitled to assess or reassess Olimax in respect of the Taxes in question, having regard, without limitation, to; (c) any waiver given by the Vendors before the Closing Date in respect of such Taxes; (d) any entitlement of a Governmental Authority to assess or reassess Olimax without limitation in the event of fraud or misrepresentation attributable to neglect carelessness or wilful default; and (e) with respect to all other representations and warranties, on or before the date that is 6 months after Closing, provided, however, that in the event of fraud relating to a representation and warranty of the Vendors in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser's Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to the fraud exception above) a Claim Notice has been given in accordance with the timing set out in Sections 4.5(1)(a), (b) or (c), with respect to the representations and warranties referred to in any such Section, the Vendors shall be released on the date set out in Sections 4.5(1)(a), (b) or (c), as applicable, from all obligations in respect of representations and warranties referenced in those Sections and from the obligation to indemnify the Purchaser' Indemnified Parties in respect thereof pursuant to Section 4.2(a).
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Time Limits for Claim Notice for Breach of Representations and Warranties. 9.5.1 No Damages may be recovered from the Shareholders pursuant to Section 9.2.1 or 9.2.2 unless a Claim Notice is delivered by the Indemnified Party prior to the expiration of the applicable survival period set out in Section 9.1.1; provided that: 9.5.1.1 if the Claim Notice has been delivered prior to the expiration of the applicable survival period set out in Section 9.1.1, but is unresolved at the conclusion of such period, or 9.5.1.2 if in respect of a Fraud Claim, then notwithstanding the foregoing time limitations, the rights of indemnification in this Article 9 and the liability for such claim will continue beyond the expiration of such period until such claim is resolved. 9.5.2 This Section 9.5 shall not be construed to impose any time limit on an Indemnified Party’s right to assert a claim to recover Damages under Sections 9.2.3 through 9.2.6, whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 9.2.1 or 9.2.2, respectively.
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Time Limits for Claim Notice for Breach of Representations and Warranties. No Damages may be recovered from the Greeny Shareholders pursuant to Section 8.1 unless (subject to the fraud exception below) a Claim Notice is delivered by the applicable Indemnified Party on or before the date that is 24 months after Closing, provided, however, that in the event of fraud relating to any applicable representation and warranty, then notwithstanding the foregoing time limitations, the Indemnified Party will be entitled to deliver a Claim Notice at any time for purposes of such a claim.
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Time Limits for Claim Notice for Breach of Representations and Warranties. No Damages may be recovered from the Canndora Shareholders pursuant to Section 8.1 unless (subject to the fraud exception below) a Claim Notice is delivered by the applicable Indemnified Party on or before the date that is 24 months after Closing, provided, however, that in the event of fraud relating to any applicable representation and warranty, then notwithstanding the foregoing time limitations, the Indemnified Party will be entitled to deliver a Claim Notice at any time for purposes of such a claim.
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Time Limits for Claim Notice for Breach of Representations and Warranties. No Damages may be recovered from the Vendor pursuant to Section 5.2 unless (subject to the
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Time Limits for Claim Notice for Breach of Representations and Warranties. ‌ (a) No Damages may be recovered from the Parent, the Company and WPC (as applicable) pursuant to Section 6.1(a)(ii) unless (subject to the fraud exception below) a Claim Notice is delivered by the Investor in accordance with the timing set out below: (i) with respect to the representations and warranties in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(h), 3.1(j), 3.1(k), 3.1(nn) and 3.1(oo) at any time after Closing; (ii) with respect to the representations and warranties in Section 3.1(s), at any time until the expiry of the period during which any Tax assessment may be issued by a Governmental Entity plus an additional 60 days; and (iii) with respect to all other representations and warranties, on or before the date that is two (2) years after Closing. provided, however, that in the event of fraud relating to a representation and warranty of the Parent, the Company and its Subsidiaries in this Agreement, then notwithstanding the foregoing time limitations, the Investor Indemnified Parties shall be entitled to deliver a Claim Notice ce at any time for purposes of such a claim. (b) No Damages may be recovered from the Investor pursuant to Section 0 unless a Claim Notice is delivered by the Company on or before date that is 2 years after Closing, provided, however, that in the event of fraud relating to a representation and warranty of the Investor in this Agreement, then notwithstanding the foregoing time limitation, the Company Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim.
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Time Limits for Claim Notice for Breach of Representations and Warranties 
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Related to Time Limits for Claim Notice for Breach of Representations and Warranties

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Disclaimer of Representations and Warranties THE PARTIES UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT, OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY, NO PARTY TO THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS, APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

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