Escrow Indemnity Period definition
Examples of Escrow Indemnity Period in a sentence
No claim for indemnification may be asserted after the expiration of the Escrow Indemnity Period.
Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement which is the subject of a Claim which is asserted in writing prior to the expiration of the Escrow Indemnity Period shall survive with respect to such Claim or any dispute with respect thereto until the final resolution thereof.
The representations, warranties, covenants and agreements of the Company contained in or made pursuant to this Agreement or any Collateral Document shall survive the Closing and shall remain operative and in full force and effect for a period of one (1) year after the Closing Date (the "Escrow Indemnity Period"), regardless of any investigation or statement as to the results thereof made by or on behalf of any Party.
Notwithstanding anything herein to the contrary, any representation, warranty, covenant and agreement which is the subject of a claim which is asserted in writing prior to the expiration of the Escrow Indemnity Period shall survive with respect to such claim or any dispute with respect thereto until the final resolution thereof.
Acquiror agrees to pursue with reasonable diligence the resolution of any Unresolved Claims existing after the expiration of the Escrow Indemnity Period (but the failure to so pursue such resolution shall not affect Acquiror's ability to recover its Losses and Expenses from the Escrow Indemnity Funds, except to the extent such failure prejudices the Agent's ability to defend against such Unresolved Claims).
Except as otherwise provided herein, all the representations, warranties covenants and agreements of the Company contained in or made pursuant to this Agreement shall survive the Closing and shall remain operative and in full force and effect for a period of 18 months after the Measurement Date (such period being referred to as the "Escrow Indemnity Period"), regardless of any investigation or statement as to the results thereof made by or on behalf of any Person before or after the Closing.
For all other purposes (including, without limitation, the definition of Escrow Indemnity Period and Indebtedness and Sections 3, 9.3, 9.4 and 12 of the Original Agreement), the Closing Date under the Original Agreement shall be deemed to be April 8, 1999, and the Closing will be deemed to take place at 12:01 a.m. (local time) on such date.
Notwithstanding anything to the contrary herein, the Cash Merger Consideration to be received by any Stockholder prior to the termination of the Escrow Indemnity Period shall be adjusted to give full effect to the indemnification provisions in Article 8 hereof.
Notwithstanding anything to the contrary herein, the Cash Consideration or All Cash Consideration to be received by any Stockholder prior to the termination of the Escrow Indemnity Period (as defined in Section 8.2 hereof) shall be adjusted to give full effect to the indemnification provisions of Article 8 hereof.
Notwithstanding the foregoing, claims for indemnification asserted prior to the expiration of the Escrow Indemnity Period may continue beyond the expiration of the Escrow Indemnity Period until such claim is finally resolved.