Examples of Indemnity Expiration Date in a sentence
The covenants and agreements of Seller and the Company contained in this Agreement shall survive the Closing until the Indemnity Expiration Date, unless such covenants and agreements expressly contemplate performance after the Closing, in which case they shall survive until they have been performed or satisfied in full.
Subject to Paragraph 7f below, Prime agrees that it shall not transfer, absolutely or as security by pledge or hypothecation, all or any portion of the Junior Loan or any of its rights under the Junior Loan Agreement or other instruments evidencing or securing the Junior Loan prior to the Indemnity Expiration Date unless Prime confirms in writing its continuing liability under this Agreement.
The respective rights of the Parties to bring a claim for indemnification or other payment, and their respective indemnification or other payment obligations set forth in this ARTICLE IX, shall survive until the Tax Indemnity Expiration Date.
The obligation of Seller in this Section 7.5 shall terminate on the Indemnity Expiration Date.
Prime agrees that it shall not transfer, absolutely or as security by pledge or hypothecation, all or any portion of the Loan or any of its rights under the Loan Agreement or other instruments evidencing or securing the Loan prior to the Indemnity Expiration Date unless Prime confirms in writing its continuing liability under this Agreement.
All of the covenants and agreements of Seller and the Purchaser Parties contained in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all claims and causes of action with respect thereto, shall terminate fifteen (15) months from the Closing Date; provided that the covenants and agreements contained in Section 5.4 shall survive until the Tax Indemnity Expiration Date.
Notwithstanding anything to the contrary in this Section 7.10(a), (x) in no event will Seller be entitled to payments under this Section 7.10(a), individually or in the aggregate, in excess of $5,000,000 and (y) Seller’s right to any payment pursuant to this Section 7.10(a) shall terminate on the Tax Indemnity Expiration Date.
Upon written request by the Agent made after January 2, 1996, cause EDAC to be merged with and into Borrower as soon as reasonably practicable thereafter and in any event not later than thirty (30) days following such request and cause Deanco to be merged with and into Borrower as soon as reasonably practicable after the Indemnity Expiration Date and in any event not later than November 1, 1996.
Claims for Losses made pursuant to (a) Sections 12.2(i) and 12.3(i) may be made at any time prior to the Expiration Date, (b) Section 12.2(iii) may be made at any time prior to the First Special Indemnity Expiration Date, (c) Section 12.2(iv) may be made at any time prior to the Second Special Indemnity Expiration Date and (d) Sections 12.2(ii), 12.3(ii), 12.3(iii) and 12.3(iv) may be made indefinitely.
The indemnification obligations pursuant to Section 10.1(a)(vi) and 10.1(b)(iii) related to the Environmental Matters (together, the “Environmental Indemnity”) shall survive for ten (10) years following the Closing Date (the “Environmental Indemnity Expiration Date”), provided that the Environmental Indemnity Expiration Date shall not apply in the event Purchaser asserts a claim prior to the Environmental Indemnity Expiration Date.