Claim Limitations. No action, regardless of form, arising from this Agreement may be brought by either party more than one year after the cause of action has accrued, except that an action for non-payment may be brought within one year after the later of the date of last payment or the date such unpaid amount should have been paid.
Claim Limitations. Notwithstanding anything else contained in this Agreement, the obligations set forth in Sections 7.1 and 7.2 are subject to the following limitations:
Claim Limitations. If, but only if, the Closing occurs, the following limitations will apply to any Claim by the Purchaser against the Indemnifying Parties relating to an Agreement Default by the Company or by any one or more of the Company Securityholders:
Claim Limitations. Notwithstanding any other provision of this Section 12, any Claim made hereunder shall be subject to the following limitations:
Claim Limitations. (a) A Party shall not be liable with respect to any claim hereunder to the extent the liability or loss of the other Party in respect thereof (i) is incurred or increased as a result of any legislation or regulation (including those applicable to tax rates) not in force at the Effective Date, any withdrawal of any published concession or ruling by any relevant tax authority, or as a result of any change in legislation or regulation thereafter; (ii) would not have arisen but for an act or omission carried out after the date of this Agreement (other than in the ordinary course of business) by Buyer or its Affiliates and which was carried out by a person who knows or reasonably should have known that it would result in an increase in the liability of the Seller hereunder; (iii) was or is subject to being offset or reimbursed by a reduction in tax liability of the other Party or payment to such other Party of insurance; (iv) a matter which has arisen in respect of any act or omission stipulated to be carried out or omitted pursuant to this Agreement or which is carried out or omitted at the written request of the Party asserting the claim; or (v) a matter which was provided for or taken into account in calculating the Purchase Price under Section 3.03.
Claim Limitations. Notwithstanding anything to the contrary herein and except for Section 5.4, (i) Sellers shall not have liability for Seller Indemnified Liabilities pursuant to Section 9.1 (excluding any breach of preclosing and post-closing covenants) until the aggregate Claims exceed $100,000 and only to the extent such Claims exceed $100,000 and (ii) Sellers’ maximum aggregate liability for Seller Indemnified Liabilities (post-closing covenants) shall not exceed $1,000,000; provided the foregoing limitations shall not apply to a knowing breach by Sellers.
Claim Limitations. Except as otherwise provided herein, no amount shall be payable in indemnification under Article 14 in respect of any claim (each, a “Claim”) unless the aggregate amount of Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement and, so long as the transactions contemplated by the EMEA Agreement are consummated, Article 14 of the EMEA Agreement exceed the Threshold (as such term is defined below), in which case all Losses in respect of which Buyer or Goodyear, respectively, would be liable under Article 14 of this Agreement or Article 14 of the EMEA Agreement will be indemnified. As used in this Agreement, the “Threshold” shall mean Five Hundred Thousand Dollars ($500,000), provided that if the closing described in Article 12 of the EMEA Agreement occurs, the Threshold shall be increased to One Million Dollars ($1,000,000), and any amounts previously paid by Buyer or Goodyear, respectively, for Losses that do not, in the aggregate exceed such increased Threshold, shall be promptly refunded to the party that made such indemnity payment. In addition:
Claim Limitations. 18.1 Time of Assertion. Any claim by either party arising out of or relating to this Agreement must be brought no later than one year (360 days) after the latter of: (i) the date the claim arises, or (ii) the date the claimant first becomes aware of the claim. Claims not brought within the time provided herein shall be barred and forever discharged.
Claim Limitations. (a) Other than for Excluded Liabilities and covenants that are required to be fulfilled on and after the Closing Date and except as provided in Section 17.03(d), a Party shall not be liable with respect to any claim hereunder to the extent the liability of the Party in respect thereof is incurred or increased as a result of any legislation or regulation not in force at the Effective Date or as a result of any change in legislation or regulation thereafter.
Claim Limitations
