Examples of Representation Termination Date in a sentence
Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date will affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Securityholders are materially prejudiced thereby.
The date on which such representation or warranty expires shall be referred to as the “Representation Termination Date” and no claims for breach of representations and warranties may be brought after the applicable Representation Termination Date.
The provisions of this Section 4.3 shall survive the Closing to the Representation Termination Date.
The representations and warranties set forth in Subsections 9.1.4 through 9.1.9, inclusive, shall survive the Closing to the date (the "Representation Termination Date") occurring six (6) months after the date of the Closing, at which time such representations and warranties shall terminate and be of no further force or effect.
Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date affects an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Securityholders are prejudiced thereby.
Promptly following the Deferred ------------------------------------------- Consideration Payment Date, Parent shall deliver to the Company Members all of the Deferred Indemnity Consideration and the Deferred Management Retention Consideration payable under Section 2.3 in excess of any amounts previously used to satisfy or necessary to satisfy any unsatisfied or disputed claims for Damages specified in any Notice of Claim delivered to the Representative before the Representation Termination Date.
Notwithstanding the foregoing, no delay in providing such notice prior to the applicable Representation Termination Date will affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Members are materially prejudiced thereby.
In connection with any transfer of the within Note occurring prior to the Representation Termination Date, the undersigned confirms that the undersigned is not an Affiliate of the Company, and to the undersigned’s knowledge, the transferee of the Notes is not an Affiliate of the Company.
No claim may be made seeking indemnification for breaches of any representations, warranties, covenants or agreements pursuant to this Section 9 unless a written notice of such claim is provided to the applicable Indemnifying Party in accordance with this Section 9 prior to the Escrow Termination Date or, in the case of a breach of a Seller Fundamental Representation, or any representations and warranties in Section 3.7, the Seller Fundamental Representation Termination Date.
If a Buyer Indemnified Party or Seller Indemnified Party has made a proper claim for indemnification pursuant to Sections 9.2 or 9.3 prior to the Escrow Termination Date or, in the case of a breach of a Seller Fundamental Representation or any representations and warranties in Section 3.7, the Seller Fundamental Representation Termination Date, then such claim (and only such claim), if then unresolved, will survive until such claim is resolved.