Indemnification Deadline definition
Examples of Indemnification Deadline in a sentence
If any Loss indemnifiable pursuant to Section 8.3(a) above would also be indemnifiable pursuant to Section 8.3(b) or Section 8.3(c) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.3(b) or Section 8.3(c), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.3 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).
If any Loss indemnifiable pursuant to Section 8.2(a) above would also be indemnifiable pursuant to Section 8.2(b), Section 8.2(c) or Section 8.2(d) above, such Loss will be deemed to be the subject matter of the indemnity set forth in Section 8.2(b), Section 8.2(c) or Section 8.2(d), and thus, not subject to the limitations set forth in Section 8.1 or this Section 8.2 (including, without limitation, the Basket, the Cap Amount or the Indemnification Deadline).
Following the Indemnification Deadline or the MCE Indemnification Deadline, as applicable, Buyer may, to the extent such action is taken in good faith, subdivide any Claim into one or more Claims so long as the total dollars claimed thereunder does not exceed the aggregate dollar value of the such Claim as of the Indemnification Deadline or the MCE Indemnification Deadline, as applicable.
Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the Indemnification Deadline shall not thereafter be barred by the expiration of the Indemnification Deadline and such claims shall survive until finally resolved.
It being understood that in the event notice of any claim for indemnification under Section or has been given prior to the Indemnification Deadline, the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is finally resolved.
From and after the applicable Indemnification Deadline Date, the indemnification obligations under this Section 8 shall survive only to the extent of Pending Claims.
It being understood that in the event notice of any claim for indemnification under Section 15(b) or Section 15(d) hereof has been given (within the meaning of Section 15) prior to the Indemnification Deadline, the representations and warranties that are the subject of such indemnification claim shall survive with respect to such claim until such time as such claim is finally resolved.
The term "Indemnification Deadline Date" refers to the dates specified in clauses (a) and (x) above, and the term "Pending Claims" refers to the Claims referred to in clauses (b) and (y) above.
With respect to any Loss incurred after the Indemnification Deadline, after the Tax Indemnification Deadline in the case of Losses relating to Legal Tax Obligations, or after the Servicing Indemnification Deadline in the case of Losses relating to Servicing, for which no Indemnification Notice is given prior to the Indemnification Deadline, Tax Indemnification Deadline, or Servicing Indemnification Deadline (as applicable), the Parties each agree that no right of indemnification will exist as to such Loss.
From and after the applicable Indemnification Deadline Date, the indemnification obligations under this Section 9 shall survive only to the extent of Pending Claims.