Expiration of Claims Sample Clauses


Expiration of Claims. The ability of any Person to receive indemnification under Section 9.02 or 9.03 shall terminate on the applicable survival termination date (as set forth in Section 9.01), unless such Person shall have incurred a Loss prior to such survival termination date and made a claim for indemnification pursuant to Section 9.02 or 9.03, as applicable, prior to such survival termination date. If a Person has made a claim for indemnification pursuant to Section 9.02 or 9.03 prior to such survival termination date, then such claim for such Loss incurred (and only such claim for such Loss incurred), if then unresolved, shall not be extinguished by the passage of the deadlines set forth in Section 9.01.


Expiration of Claims. The ability of any Parent Indemnitee or Holder Indemnitee to receive indemnification pursuant to Sections 8.02 or 8.03, respectively, shall terminate on the applicable survival termination date (as set forth in Section 8.01), unless such Parent Indemnitee or Holder Indemnitee, as applicable, has made, in good faith, a proper claim for indemnification pursuant to Sections 8.02 or 8.03, respectively, subject to the terms and conditions of this Article 8, prior to such termination date, as applicable. If a Parent Indemnitee or a Holder Indemnitee has made, in good faith, a proper claim for indemnification pursuant to Sections 8.02 or 8.03, respectively, prior to such termination date, then such claim, if then unresolved, shall not be extinguished by the passage of the deadlines set forth in Section 8.01.

Expiration of Claims. All claims that any party has against the other must be presented in writing within one year of the date the claiming party knew or should have known of the facts giving rise to the claim, or, with respect to claims related to termination of Executives employment, within one year of the date of termination of employment. Any claim not brought within said time period shall be waived and forever barred unless the party against whom such claim is made agrees to waive such time period.

Expiration of Claims. All claims for damages brought by either Party against the other (excluding claims for damages brought by third parties against the Party seeking reimbursement for such claim, and claims for payment for services rendered) must be brought within one (1) year after the termination of this Agreement.

Expiration of Claims. The ability of any Parent Indemnitee or Securityholder Indemnitee to receive indemnification pursuant to Section 7.2 or Section 7.3, respectively, shall terminate upon expiration of the applicable Survival Period (as set forth in Section 7.1), unless such Parent Indemnitee or Securityholder Indemnitee, as applicable, has made, in good faith, a proper claim (as described in Sections 7.5(a) and 7.6(a) below) for indemnification pursuant to Section 7.2 or Section 7.3, respectively, subject to the terms and conditions of this Article 7, prior to such termination date, as applicable. If a Parent Indemnitee or an Securityholder Indemnitee has made, in good faith, a proper claim for indemnification pursuant to Section 7.2 or Section 7.3, respectively, prior to such termination date, then such claim, if then unresolved, shall not be extinguished by the passage of the deadlines set forth in Section 7.1 (it being understood that any and all Losses arising after the expiration of the Survival Period shall be recoverable (subject to the limitations set forth herein) only upon notice specifically with respect to such Losses properly given prior to the expiration of the Survival Period in accordance with this Article 7).

Expiration of Claims. The ability of any Purchaser Indemnitee to receive indemnification from Seller under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations), shall terminate upon expiration of the Survival Period. If a Purchaser Indemnitee made a claim for indemnification pursuant to Section 6.2(a) prior to the expiration of the Survival Period, such claim and the right to be indemnified hereunder with respect to such claim shall survive the expiration of the Survival Period until the final resolution of such claim and the payment of all indemnifiable amounts with respect thereto (if any).

Expiration of Claims. Any claim for indemnification hereunder that is not asserted by notice given as herein provided during the applicable period of survival as set forth in Section 8.01 may not be pursued and is hereby irrevocably waived upon the expiration of the applicable survival period.


Expiration of Claims. The ability of any Person to receive indemnification under Sections 9.02 or 9.03 will terminate on the applicable survival termination date (as set forth in Section 9.01), unless such Seller Indemnitee or Buyer Indemnitee, as applicable, will have incurred a Loss prior to the termination date and made a proper claim for indemnification pursuant to Sections 9.02 or 9.03, prior to such termination date, as applicable, or such Seller Indemnitee or Buyer Indemnitee, as applicable, will have made a proper claim for indemnification pursuant to Sections 9.02 or 9.03 prior to such termination date, as applicable, regarding a pending or threatened claim or issue. If a Seller Indemnitee or a Buyer Indemnitee has made a proper claim for indemnification pursuant to Sections 9.02 or 9.03 prior to such termination date, then such claim for such Loss incurred (and only such claim for such Loss incurred), if then unresolved, will not be extinguished by the passage of the deadlines set forth in Section 9.01. Notwithstanding anything in this Agreement to the contrary, except for claims based upon any breach of the Fundamental Representations, any breach of the SOL Representations, in respect of Sections 9.02(a)(ii), (iii), (iv), (v), (vi) and (vii), or instances of fraud or intentional misrepresentation, all claims by any Buyer Indemnitee will immediately terminate and expire at such time as the Note is no longer outstanding and payable and as all Escrow Funds have been distributed. Each party hereto understands, acknowledges and agrees that this Article 9 will be the sole and exclusive remedy of such Persons against Seller, Buyer or Holdings, as the case may be; provided, however that nothing herein shall preclude or impair any claim (i) for specific performance or other equitable relief, (ii) based upon fraud committed or intentional misrepresentation made by any party hereto or (iii) in respect of an amount owing to a party pursuant to Section 1.02.

Expiration of Claims. The ability of any Seller Indemnified Party to receive indemnification from Buyer under Section 7.02, and the ability of Buyer Indemnified Parties to receive proceeds from Sellers pursuant to Section 7.03(a), shall terminate with respect to a particular indemnifiable matter upon the termination of the applicable survival period specified in Section 7.01, as applicable, unless such Person, as applicable, shall have made either a claim for indemnification pursuant to Section 7.02 or Section 7.03, as applicable, prior to the termination of the applicable survival period specified in Section 7.01. If a Seller Indemnified Party or Buyer Indemnified Party, as applicable, made either a claim for indemnification pursuant to Section 7.02 or Section 7.03, as applicable, prior to the termination of the applicable survival period specified in Section 7.01, such claim and the right to be indemnified hereunder with respect to such claim shall survive the termination of the applicable survival period specified in Section 7.01 until the final resolution of such claim and the payment of all indemnifiable amounts with respect thereto.

Expiration of Claims. The ability of any Purchaser Indemnities to receive indemnification from Seller under Section 6.2(a) (other than pursuant to breaches or inaccuracies in any of the Special Representations), shall terminate upon expiration of the Survival Period. If a Purchaser Indemnities made a claim for indemnification pursuant to Section 6.2(a) prior to the expiration of the Survival Period, such claim and the right to be indemnified hereunder with respect to such claim shall survive the expiration of the Survival Period until the final resolution of such claim and the payment of all indemnifiable amounts with respect thereto (if any).