Commencing Actions Sample Clauses
The Commencing Actions clause defines when and under what conditions parties may begin performing their obligations or start work under an agreement. Typically, this clause specifies a particular date, event, or the satisfaction of certain prerequisites—such as receipt of permits or approvals—before any party is authorized to proceed. By clearly establishing the official start point for contractual duties, the clause helps prevent misunderstandings and disputes about premature performance or liability, ensuring all parties are aligned on when their responsibilities begin.
Commencing Actions. Any action against any party hereto that is not commenced on or before the third anniversary of the Closing Date shall be deemed waived, and no person shall have any remedy against any party therefor; provided, however, that actions by Buyer or APPM against any Seller or Principal Stockholder may be commenced at any time with respect to actions (i) that constitute fraud or intentional misrepresentation by any Seller or Principal Stockholder; (ii) that result from the failure of any Seller or Principal Stockholder to pay any taxes or any penalties, assessments or interest thereon; (iii) that result from the failure of any Seller or Principal Stockholder to deliver to Buyer or APPM good, valid and marketable title to the Purchased Assets; or (iv) that result from any breach of Section 5.13 or Section 5.22 or any misrepresentation relating to the representations and warranties set forth therein.
Commencing Actions. If the Closing occurs, then any action against any party hereto for Breaches of this Agreement occurring on or prior to the time of the Closing that is not commenced pursuant to Section 10.7 (Dispute Resolution) within one year of the effective date of the Services Agreement, or withheld against pursuant to Section 10.2(d) (Form of Payment; Interim Losses) shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if (i) any Superholdings Indemnitee is subject to Losses for Breaches of Sections 6.5(b) (Tax Matters), 6.5(c) (Litigation), or 6.6(h) (Environmental Matters), such Superholdings Indemnitee may commence an action against the Members to recover such Losses within two years of the effective date of the Services Agreement and (ii) such Superholdings Indemnitee is subject to Losses for Breaches of Sections 6.3(b) (Capitalization of LLC Holdings) or 6.3(c) (Ownership and Transfer by Members), such Superholdings Indemnitee may commence an action against the Members to recover such Losses at any time that such Superholdings Indemnitee is subject to Losses with respect thereto; provided, that, in each circumstance described in (i) and (ii) above, such Superholdings Indemnitee shall use reasonable best efforts to obtain for itself and for the Members (or if the Member Indemnitors have assumed the defense of the Asserted Liability, to cooperate with them in obtaining, at their expense) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. If the Closing occurs, then any action against any party hereof for Breaches herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) within two years of the Closing Date shall be deemed waived, and no person shall have any remedy against any party for any such Breaches; provided, however, if the Buyer is subject to Losses (defined below) for Breaches in Sections 6.5(b) (Tax Matters), 6.6(p) (Legal Requirements) or 6.6(q) (Environmental Matters), the Buyer may commence an action against the Stockholder to recover such Losses at any time that Buyer or the Company is subject to Losses (defined below) with respect thereto and shall not be barred by the first clause of this Section; provided, however, that Buyer shall use commercially reasonable efforts to obtain (for itself and for the Stockholder) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. 46 (e) Allocation of Losses Among Sellers . . . . . . . 46 10.2
Commencing Actions. If the Closing occurs, then any action against any party hereto for any Breach, which action is not commenced pursuant to SECTION 10.5 hereof within one (1) year of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party hereto for any such Breach; PROVIDED, HOWEVER, that if the Buyer is subject to Damages (as defined below) for Breaches of matters set forth in SECTION 4.17 (ENVIRONMENTAL MATTERS), the Buyer may commence an action against the Seller to recover Damages for such Breaches at any time within the applicable statute of limitations relating to such matter during which the Seller is subject to Damages with respect thereto, and the Buyer shall not be barred in such instance by the first clause of this Section; PROVIDED FURTHER, HOWEVER, that the Buyer shall use its Best Efforts to obtain (for itself and for the Seller) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. If the Closing occurs, then any action against any party hereof for Breach that is not commenced pursuant to Section 14.4 hereof within twenty-one (21) months of the Closing Date shall be deemed waived, and no Person shall have any remedy against any party for any such Breach; provided, however, that if the Buyer is subject to Damages (as defined below) for Breaches of a representation or warranty in Section 4.2 (Authority), Section 4.6 (Tax Matters), or Section 4.19 (Environmental Matters), Buyer may commence an action against Seller to recover Damages at any time that Buyer is subject to Damages with respect thereto and shall not be barred by the first clause of this Section; provided further, however, that Buyer shall use its commercially reasonable efforts to obtain (for itself and for Seller) the benefit of any statute of limitations applicable as against any third party.
Commencing Actions. If the Closing occurs, then any action against any party to this Agreement for misrepresentations herein that is not commenced pursuant to Section 10.7 (Dispute Resolution) on or before April 30, 1998 shall be deemed waived, and no person shall have any remedy against any party for any such misrepresentations; provided, however, that such actions by Buyer or Buyerparent against the Sellers for misrepresentations (i) in Section 6.4(b) (Tax Matters) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or prior to December 31, 2003, and (ii) in Sections 6.4(c) (Litigation), 6.5(a) (Mortgage Banking Licenses and Qualifications), 6.5(b) (Mortgage Loans), 6.5(c) (Enforceability), 6.5(d) (Title to Certain Mortgage Loans; Mortgage Loan Conveyance Agreements), 6.5(e) (No Recourse), or 6.5(f) (Compliance with Mortgage Banking Regulations) shall be deemed waived if not commenced pursuant to Section 10.7 (Dispute Resolution) on or before December 31, 1999.