Time of Assertion. Notwithstanding anything in this Section 9 to the contrary, no indemnification for breaches of representations and warranties shall be payable by either party with respect to matters as to which it has not received notice from the Claimant prior to April 30, 2002, except that there shall be no limitation on the time during which indemnification may be sought or obtained for a breach of any representation or warranty contained in Section 4(b), (e), (f), (g), (i) or (m), or for any instance of fraud.
Time of Assertion. Subject to the requirements set forth in Section 8.3, no indemnification shall be payable by any party with respect to matters as to which it has not received notice from the Claimant on or before one (1) year from the completion of the transition from Parent’s network data center infrastructure to Purchaser’s network data center but in no event later than December 31, 2003, except that
(i) there shall be no limitation on the time during which indemnification may be sought or obtained for Losses based on Excluded Liabilities under Section 8.1(b) or for which indemnification may be sought under Section 8.1(c), Section 8.1(d), Section 8.2(b) or Section 8.2(c) or for Purchaser's breach of its obligations under Section 7.9, or any knowing and willful breach by any party of any provision of this Agreement or any other instrument or agreement to be executed and delivered by such party in connection with the transactions contemplated herein;
(ii) the limitation on the time during which indemnification may be sought or obtained shall be 60 days after the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to any breach of the representations and warranties contained in Section 4.17 (Tax Returns) and Section 9.2 (Sales, Transfer and Documentary Taxes); and
(iii) the limitation on the time during which indemnification may be sought or obtained shall be extended if a Required Notice of a Claim shall have been timely given under this Article 8 on or before the termination date that would otherwise apply, until the related Claim for indemnification has been satisfied or otherwise resolved as provided in this Article 8.
Time of Assertion. No indemnification shall be payable by any party with respect to matters as to which it has not received notice from the Claimant within two years after the Closing Date, except that there shall be no limitation on the time during which indemnification may be sought or obtained for (A) Losses based on Excluded Liabilities; or (B) any instance of fraud or any knowing and willful breach by any party of any provision of this Agreement or any other instrument or agreement to be executed and delivered by such party in connection with the transactions contemplated hereby.
Time of Assertion. 8 c. Exclusive Remedy................................. 8 9.6 Recovery of Attorney Fees For Frivolous Actions......... 8
Time of Assertion. Except as set forth in Section 9.5(c), no indemnification shall be payable by either party with respect to Indemnification Claims as to which the obligor has not received Required Notice from the Claimant on or before May 1, 1999 except for Indemnification Claims regarding the purchase of the Buyer's Shares which Notice must be given by Claimant on or before May 1, 2000.
Time of Assertion. No claim for indemnification under Article 12 of this Agreement shall be payable by any Indemnifying Party or otherwise recoverable by any Indemnified Party, by setoff or otherwise, with respect to Claims as to which such Indemnifying Party has not received notice from the Indemnified Party within Twelve (12) months after the Closing Date, except that there shall be no limitation on the time during which indemnification may be sought or obtained for: (1) Third Party Claims related to any debts, obligations or liabilities of Seller of any kind other than the Assumed Liabilities; or (2) any instance of fraud, intentional breach of a covenant or intentional misrepresentation by any Party contained in or relating to this Agreement or any other Covered Agreement.
Time of Assertion. No indemnification shall be payable ----------------- by any party with respect to matters as to which it has not received notice from the Claimant within 18 months after the Closing Date, after which time, if no Losses have been asserted against a party, then that party shall have no further liability under this Agreement; provided, however, that there shall be no limitation on the time during which indemnification may be sought or obtained for (x) Losses based on a misrepresentation or breach of warranty in Section 4.2; or (y) any instance of fraud or any knowing and willful breach by any party of any provision of this Agreement or any other instrument or agreement to be executed and delivered by such party in connection with the transactions contemplated by this Agreement. While the Escrow Agreement is in effect, the indemnity set forth in this Article 9 shall be restricted to the Escrow.
Time of Assertion. No indemnification shall be payable by any Party with respect to matters as to which it has not received Required Notice from the Claimant by June 15, 2004, except that (i) indemnifications related to breaches of the representations and warranties set forth in Section 4.9, Section 4.27 and Section 4.28 may be sought by delivery of the Required Notice at any time prior to the expiration of such representations and warranties as set forth in Section 9.1, and (ii) there shall be no limitation on the time during which indemnification may be sought or obtained for any instance of fraud or any knowing and willful breach by any Party of any provision of this Agreement or any other instrument or agreement to be executed and delivered by such Party in connection with the transactions contemplated hereby.
Time of Assertion. No indemnification shall be payable by either party with respect to matters as to which the other party has not received notice within twenty four (24) months after the Closing Date.
Time of Assertion a. No indemnification shall be payable by Buyer with respect to matters as to which Buyer has not received notice from GSE Systems or Seller within eighteen (18) months after the Closing Date, except that such limitation shall not apply to (1) Losses based on Assumed Liabilities or (2) any breach occurring after the Closing Date of any covenant or agreement of Buyer contained in this Agreement or any other instrument or agreement to be executed and delivered by Buyer in connection with the transactions contemplated hereby.
b. No indemnification shall be payable by GSE Systems or Seller to Buyer with respect to matters as to which GSE Systems and Seller have not received notice from Buyer within eighteen (18) months after the Closing Date, except:
(1) that such limitation shall not apply to:
(A) Losses based on Excluded Liabilities;
(B) any breach occurring on or after the Closing of any covenant or agreement of Seller or any GSE Company contained in this Agreement or any other instrument or agreement to be executed and delivered by either party in connection with the transactions contemplated hereby;
(C) any breach of the representations and warranties of Seller contained in 4.5 (Required Contract Consents), 4.6 (Title to Tangible Property), 4.9 (Title to Intellectual Property), 4.12 (Third Party Components in Software Programs), or 4.13 (Third Party Interests or Marketing Rights in Software Programs), or 4.16 (Encumbrances), or
(D) any instance of fraud or any knowing and willful breach by Seller or any GSE Company of any other provision of this Agreement or any other instrument or agreement to be executed and delivered by either party in connection with the transactions contemplated hereby,
(2) any claim for indemnification for Losses arising from a breach of the representations and warranties set forth in 4.20 (Court Orders, Decrees, and Laws) but only to the extent they relate to environmental matters or in 4.21 (Taxes) shall survive until six (6) months after the expiration of the applicable statute of limitations for such matters,
(3) any claim for indemnification for Losses arising from a breach of the representations and warranties set forth in Section 4.10 (Absence of Claims to Intellectual Property) that arise out of infringement of any patent that is issued after the Closing Date and as to which neither GSE Systems nor the Seller had notice regarding any application therefor as of the Closing Date or exercising reasonable diligence should have h...
