Indemnity Claim Period definition

Indemnity Claim Period has the meaning specified in Section 7.1(a).
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Indemnity Claim Period means (i) the period commencing on the Closing Date and ending on the calendar day that is twenty-four (24) months after the Closing Date in the case of any Indemnity Claim for (a) breach of any Designated Representations or (b) Fraud; (ii) the period commencing on the Closing Date and ending on the calendar day that is twelve (12) months after the Closing Date in the case of any Indemnity Claim for breach of any Pre-Closing Covenant; and (iii) the period commencing on the date of any breach of any covenant or obligation to be performed or complied with under this Agreement, other than Pre-Closing Covenants, and ending on the calendar day that is twenty-four (24) months after the date the Indemnitee has actual knowledge of such breach.
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Indemnity Claim Period means the period from the date of this Agreement until December 31, 2021. "Indemnity Dispute Resolution Notice" has the meaning given to it in Section 3.3(b)(i)(A).
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Examples of Indemnity Claim Period in a sentence

  • For the avoidance of doubt, all claims related to Taxes shall be subject to the Indemnity Claim Period specified in Section 7.1(a)(u).

  • Mr. Privett emphasized that the Task Force would, per this memo, have two new responsibilities: one, to review and comment on bike-ped projects submitted to the CMAQ program; and two, to work more proactively with implementers to propose projects which advance not only CMAQ goals and objectives, but also those of GO TO 2040.

  • Notwithstanding the foregoing and without limiting any other rights and remedies available to the parties, any assertion by any indemnified party that an indemnifying party is liable for indemnification under the terms of Section 10.2 or 10.3 with respect to a breach of a representation or warranty must be made in writing and must be given to the indemnifying party on or prior to the end of the Indemnity Claim Period to which such claim relates.

  • Seller shall be obligated to indemnify Buyer Indemnitees only for those claims giving rise to Buyer Damages as to which the Buyer Indemnitees have given Seller written notice prior to the end of the pertinent Indemnity Claim Period, in the event that the Indemnity Claim Period applies to such Buyer Damages.

  • A FCM Clearing Member must include with its certified Form 1-FR-FCM or FOCUS Report, a reconciliation from the certified Form 1-FR-FCM or FOCUS Report to the monthly Form 1-FR-FCM or FOCUS Report as of the same date or a statement that no material differences were noted.

  • No Indemnitee will be entitled to any recovery (including by way of off-set) from any Indemnitor unless a Notice of Claim has been given on or before the expiration of the Indemnity Claim Period for the applicable Indemnity Claim, notwithstanding any other statute of limitation or other claim period (shorter or longer) that might otherwise apply under any applicable Law, any such other statute of limitations or claim period being hereby waived to the maximum extent permitted by applicable Law.

  • No Indemnitee will be entitled to any recovery from any Indemnitor unless a Notice of Claim has been given in accordance with Section 8.5(a) or Section 8.6(a), as applicable, on or before the expiration of the Indemnity Claim Period for the applicable Indemnity Claim.

  • No Acquiror Indemnified Parties will be entitled to any recovery from the Primary Holders unless a Notice of Claim has been given in accordance with Section 10.5 on or before the expiration of the Indemnity Claim Period for the applicable Indemnity Claim.


More Definitions of Indemnity Claim Period

Indemnity Claim Period means (i) the period commencing on the Effective Date and ending on the calendar day that is twenty-four (24) months thereafter in the case of any Indemnity Claim for any inaccuracy in or breach of any representation or warranty of Seller, other than a Fundamental Representation of Seller or a representation or warranty of Seller contained in Section 3.12 (Environmental Claims) or Section 3.21 (Taxes); (ii) the period commencing on the Effective Date and continuing indefinitely in the case of any Indemnity Claim for any inaccuracy in or breach of any Fundamental Representation of Seller; (iii) the period commencing on the Effective Date and ending on the calendar day that is sixty (60) months thereafter in the case of any Indemnity Claim for any inaccuracy in or breach of any representation of warranty of Seller contained in Section 3.12 (Environmental Claims); (iv) the period commencing on the Effective Date and ending on the calendar day that is six (6) months following the expiration of the applicable statute of limitations (including any extensions) in the case of any Indemnity Claim for any inaccuracy in or breach of any representation or warranty of Seller contained in Section 3.21 (Taxes); (v) the period commencing on the Effective Date and ending on the calendar day that is twenty-four (24) months thereafter in the case of any Indemnity Claim for any inaccuracy in or breach of any representation or warranty of Purchaser, other than a Fundamental Representation of Purchaser; (vi) the period commencing on the Effective Date and continuing indefinitely in the case of any Indemnity Claim for the inaccuracy in or breach of any Fundamental Representation of Purchaser; and (vii) in the case of any Indemnity Claim for any breach of any covenant to be performed or complied with under this Agreement brought by Purchaser against Seller or by Seller against any Purchaser, the period commencing on the date of such breach (or if later, the discovery thereof) and ending on the date that is six years thereafter.
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Related to Indemnity Claim Period

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnity Period means the period during which the results of the business are affected resulting from the occurrence beginning with the date of the accident causing injury but not exceeding the maximum indemnity period

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).