Common use of Claims for Indemnity Clause in Contracts

Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party or, in the case of Seller, to Parent. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the first anniversary of the Effective Time (excluding claims for indemnity with respect to (1) the representations and warranties contained in Section 6.3 or Section 7.3, which may be made until the sixth anniversary of the Effective Time, (2) the representations and warranties contained in Section 6.14, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto and (3) Section 5.1(c), Section 5.1(d), or Section 5.2(c), which may be made at any time after the Effective Time) and no indemnity shall be available thereafter in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "CLAIM LIMITATION ANNIVERSARY."

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Bay View Capital Corp), Purchase and Assumption Agreement (Bay View Capital Corp)

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Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party or, in the case of Seller, to Parentparty. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the first 18-month anniversary of the Effective Time (excluding claims for indemnity with respect to (1i) the representations and warranties contained in Section 6.3 or Section 7.36.3, which may be made until the sixth anniversary for a period of five (5) years after the Effective Time, (2ii) the representations and warranties contained in Section 6.14, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto and (3iii) Section 5.1(c), Section 5.1(d), or Section 5.2(c)Excluded Liabilities, which may be made at any time after the Effective Time) and no indemnity shall be available thereafter therefor in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "CLAIM LIMITATION ANNIVERSARYClaim Limitation Anniversary."

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Huntington Bancshares Inc/Md)

Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party or, in the case of Seller, to Parentparty. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the first anniversary of the Effective Time (excluding claims for indemnity with respect to (1) the representations and warranties contained in Section 6.3 or Section 7.3, which may be made until the sixth anniversary of the Effective Time, (2) the representations and warranties contained in Section 6.14, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto thereto, and (3) Section 5.1(c), Section 5.1(d), or Section 5.2(c), which may be made at any time after the Effective Time) ), and no indemnity shall be available thereafter in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "β€œCLAIM LIMITATION ANNIVERSARY."”

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bryn Mawr Bank Corp)

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Claims for Indemnity. (a) A claim for indemnity shall be made by the claiming party at any time prior to the applicable Claim Limitation Anniversary by the giving of written notice thereof to the other party or, in the case of Seller, to Parentparty. Such written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made. In the event that any bona fide claim is made within such period, the indemnity relating to such claim shall survive until such claim is resolved. No claim for indemnity may be made at any time at or after the first 18-month anniversary of the Effective Time (excluding claims for indemnity with respect to (1i) the representations and warranties contained in Section 6.3 or Section 7.3of Schedule 6.0, which may be made until the sixth anniversary for a period of five (5) years after the Effective Time, (2ii) the representations and warranties contained in Section 6.146.14 of Schedule 6.0, which may be made at any time up to the date ending thirty (30) days after the applicable statutes of limitations with respect thereto and (3iii) Section 5.1(c), Section 5.1(d), or Section 5.2(c)Excluded Liabilities, which may be made at any time after the Effective Time, and (iv) clause (e) of Section 5.1, which may be made at any time prior to the expiration of the applicable statutes of limitations) and no indemnity shall be available thereafter therefor in accordance with the provisions of this Article V. The applicable claim limitation period, as provided in the preceding sentence, is hereby referred to as the "CLAIM LIMITATION ANNIVERSARYClaim Limitation Anniversary."

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Floridafirst Bancorp Inc)

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