Representation Expiration Date definition
Examples of Representation Expiration Date in a sentence
No claim may be brought or indemnity asserted with respect to any such representation or warranty after they expire, but any claim (whether or not fixed as to liability or liquidated as to amount) with respect to which an Indemnitee has given written notice to the Indemnitor in accordance with Section 8.4 on or before the Representation Expiration Date may continue to be asserted and indemnified against until finally resolved.
After the General Representation Expiration Date, any Escrow Property remaining in the Escrow Account that is not subject to Stockholder Pending Claims, if any, and not subject to resolved but unpaid claims in favor of an Indemnified Party, shall be transferred by the Escrow Agent to the Company Indemnifying Parties, with each such Company Indemnifying Party receiving its Pro Rata Share of such Escrow Property.
At any time on or prior to [to insert the Representation Expiration Date], Buyer or a Permitted Title Nominee (“Claimant”) may provide a written notice to Escrow Agent in the form of Exhibit A attached hereto (the “Indemnification Claim Notice”) asserting either (i) a claim for indemnification by Seller pursuant to Article 15 of the Acquisition Agreement, or (ii) a claim with respect to any liability of Seller under any Seller Estoppel.
Seller Warranties shall survive the Closing until 11:59pm ET on the date that is 365 days after the Closing Date (the “Representation Expiration Date”), and written notification of any claim arising therefrom must be received in writing by Seller before the Representation Expiration Date or such claim shall be forever barred and Seller shall have no Liability with respect thereto.
Notwithstanding anything herein to the contrary, with respect to any claims for breach of representations related to a Project located in the State of Texas, the representations set forth herein shall survive the Closing for a period of two (2) years; provided, however, that in order to bring a claim during such two (2) year period, Purchaser must give notice of any claim for breach of a representation or warranty on or prior to the Representation Expiration Date.
If, ultimately, HCRI does contract with the OUS Vendor, all OUS Vendor costs will be billed from HCRI to InspireMD as a pass-through expense.
Written notification of any claim made under clauses (b) through (d) above must be received in writing by Buyer before the Representation Expiration Date or such claim shall be forever barred and Buyer shall have no Liability with respect thereto.
Seller agrees that it will maintain a net worth of at least Thirty Million Dollars ($30,000,000.00) through the Remaining Representation Expiration Date.
Notwithstanding anything in this Agreement to the contrary, prior to the expiration of the General Representation Expiration Date, Parent shall have the right to withdraw from the Escrow Fund the amount of Taxes reported on any such Tax Return for which Parent reasonably determines that it (or another Indemnitee) is entitled to be indemnified, held harmless, compensated or reimbursed pursuant to Section 9.
This Agreement shall expire at 12:01 a.m. on the day immediately following the Representation Expiration Date; provided, however, if one or more Indemnification Claim Notices, related to Liabilities not paid or settled, exist as of such expiration time, then this Agreement shall not expire until all such outstanding Indemnification Claim Amounts have been settled or resolved in accordance with Section 4.