Common use of Commencing Actions Clause in Contracts

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 hereto for Breaches of this Agreement (other than breaches of covenants or agreements) occurring on or prior to the time of the Closing that is not commenced prior to the Closing 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) if any Indemnified Party is subject to Losses for Breaches in Sections 6.1(b) (Validity and Authorization; Power and Authority), 6.3 (Members' Interests), 7.1(b) (Corporate Power and Authority; Validity and Authorization) or 7.4 (Superholdings Stock) such Indemnified Party may commence an action against the Indemnifying Party to recover such Losses at any time that such Indemnified Party is subject to Losses with respect thereto and shall not be barred by the first clause of this Section and (ii) if any Superholdings Indemnitee is subject to Losses for Breaches of Sections in Section 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 77 recover such Losses within two years for one year after the Closing Date and shall not be barred by the first clause 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 theretothis Section; provided, thatfurther, in each circumstance described in (i) and (ii) above, that any such Superholdings Indemnitee Indemnified Party 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) Indemnifying Party the benefit of any statute of limitations applicable as against any third party.