Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATS, Photowatt and each of their respective Indemnified Persons under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets or Liabilities.
(b) The amount of any Losses for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, if any, of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses plus the amount received from the third Person in respect thereof, over (Y) the full amount of such indemnifiable Losses.
(c) Notwithstanding anyt...
Survival; Limitations. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under
Section 7.1 (a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations until the aggregate amount exceeds $41,250, after which Seller shall be obligated for the full amount of the losses, liabilities, damages, claims or expenses, (c) the cumulative indemnification obligations of Seller under Section 7.1(a) shall in no event exceed, in aggregate, $825,000, and (d) the cumulative indemnification obligations of Seller under Section 7.1(a) for any breaches of the representations or warranties contained in Section 3 other than Fundamental Representations shall in no event exceed, in aggregate, $206,250.
Survival; Limitations. (a) The representations and warranties of the Sellers, Holdco and the Buyer contained in this Agreement will survive for a period ending on the 12-month anniversary of the Closing Date (the “Expiration Date”); provided, however, that (i) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Section 5.8 (Taxes) will be the expiration of the applicable statute of limitations; (ii) the Expiration Date for any Claim relating to a breach of the representations and warranties set forth in Article IV, Section 5.1 (Existence and Good Standing), Section 5.2 (Validity 42 and Enforceability), Section 5.3 (Capitalization of Holdco and Enginetics) and Section 5.22 (Brokers) (the “Excluded Representations”) and the representations and warranties in Section 5.15 (Compliance with Laws) as they relate to the Foreign Corrupt Practices Act and in Section 5.19 (Environmental) will be the third anniversary of the Closing Date and (iii) any Claim pending on any Expiration Date for which a Claims Notice has been given in accordance with Section 10.4(a) on or before such Expiration Date may continue to be asserted and indemnified against until finally resolved. The covenants of the Sellers and the Buyer contained in this Agreement that are to be performed prior to the Closing will terminate on the 12-month anniversary of the Closing Date; provided, however, that the covenants of the Sellers and the Buyer contained in this Agreement that are to be performed at or after the Closing will survive the Closing in accordance with their terms.
(b) Notwithstanding anything to the contrary contained in this Article X, the Sellers will not have any liability pursuant to Sections 10.2(a) and the Buyer shall not have liability pursuant to Section 10.1 until the aggregate amount of all such Losses sustained by the Indemnified Party (defined below) exceeds an amount equal to $350,000 (the “Deductible”), in which case the Indemnifying Party will be liable for all such Losses to the extent that such Losses exceed such amount, subject to any other limitations in this Section 10.3. For the avoidance of doubt, the Deductible shall not apply to claims made pursuant to Section 10.2(c).
(c) Notwithstanding anything to the contrary contained in this Article X, but subject to the limitations in this Section 10.3, the Sellers will not have any liability pursuant to Sections 10.2(a) (other than for breaches of the Excluded Representations for which the fo...
Survival; Limitations. The indemnity obligations and rights of the Parties set forth in this Article 13 will survive the termination of this Agreement or expiration of the applicable statute of limitations to which an indemnification claim could relate.
Survival; Limitations. (a) The representations and warranties of the Parties contained in this Agreement will survive for a period of 48 months following the Closing (the "Expiration Date"); provided that, any Claims pending on the Expiration Date for which notice has been given in accordance with Section 6.2 on or before the Expiration Date may continue to be asserted and indemnified against until finally resolved.
(b) Notwithstanding anything to the contrary contained in this Article VI, the Seller will not have any liability pursuant to Section 6.1(a)(i) in excess of the Purchase Price.
Survival; Limitations. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer and Seller contained herein shall survive the Closing and shall remain in full force and effect until the date that is two years after the Closing Date. Notwithstanding the preceding sentence, any indemnification claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein. Any claim, for indemnification or otherwise, based upon or arising out of the breach or alleged breach of a representation or warranty must be brought before the expiration of the survival period, or it will be deemed waived.
(b) All covenants and agreements of the Parties contained herein shall survive the Closing for a period of five years or for the period specified therein. Notwithstanding the preceding sentence, any claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein.
(c) Any claim arising out of or in connection with this Agreement must be brought, if at all, within years after the Closing Date, or within such shorter period as may be specified with respect to a particular claim, or it will be deemed waived and released.
Survival; Limitations. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the date that is 60 months after the Closing Date, except (i) Section 3.14, which shall survive until the expiration of the applicable statute of limitations and (ii) Section 3.5, which shall survive without limitation and shall not be merged with the Deeds. No action can be brought with respect to any breach of any representation or warranty (except with respect to Section 3.5) pursuant to this Agreement unless a written notice that complies with Section 6.3 has been delivered pursuant to such Section 6.3 prior to the expiration of the survival period applicable to such representation or warranty; provided that upon the giving of such notice, notwithstanding any other provision of this Agreement the representation and warranty that is the basis of such action shall continue with respect to such action beyond the time at which the representation and warranty would otherwise terminate.
Survival; Limitations. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, eighteen (18) months from the Closing Date (the "INDEMNIFICATION PERIOD"); provided, however, that with respect to the representations set forth in Sections 2.7 and 2.8 hereof, the Indemnification Period shall survive in perpetuity, and provided further that with respect to any income tax liability of Peoples, Peoples Services or any of their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, the agreement of the Sellers to indemnify the Purchaser and its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time.
Survival; Limitations. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall continue for, and all claims with respect thereto shall be made prior to the end of, three (3) years from the Closing Date (the "Indemnification Period"); provided, however, that with respect to any income tax liability of Xxxxxx, Communications or any of their subsidiaries attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, the agreement of the Sellers to indemnify Purchaser and its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of the applicable statute of limitations prescribed by Section 6501 of the IRC; and further provided, however, that with respect to the ownership of the Company Capital Stock and/or the Communications Capital Stock, the agreement of the Sellers to indemnify Purchaser and its Affiliates shall survive forever and claims with respect thereto shall be made as any such claims arise.
Survival; Limitations. All representations, warranties, covenants and agreements of the Parties hereto contained herein shall survive the Closing. The obligations of the Parties hereto pursuant to the Indemnification contained in this Article IX shall expire (a) as to non-Tax related Damages eighteen (18) months from the Closing Date (the “Non-Tax Indemnification Period”) and (b) as to Tax-related Damages upon the final resolution by the appropriate tax authorities of the Tax liabilities of the Purchaser through the Closing Date or the expiration of the applicable statute of limitations (as tolled by any waiver or extension thereof).
