Claims Period Sample Clauses
Claims Period. For purposes of this Agreement, a "Claims Period" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party, which period shall (a) begin on the date hereof and (b) terminate as follows:
(i) with respect to any Losses covered by Sections 9.2(a) or 9.3(a) hereof, the Claims Period shall terminate on the date that is eighteen (18) months from the date hereof; provided, however, the Claims Period shall (A) continue until the expiration of any applicable statute of limitations (giving effect to any extensions thereof) with respect to any Losses resulting from any breach or inaccuracy of any representation or warranty contained in Section 3.12 or Section 3.14 hereof; and (B) the Claims Period shall continue indefinitely with respect to any Losses resulting from any breach or inaccuracy of any representation or warranty contained in Section 3.1, 3.2, 3.4, 4.1, 4.2, 5.1 or 5.2 hereof; and
(ii) with respect to any Losses covered by Sections 9.2(b), 9.2(c), 9.2(d), 9.2(e), 9.2(f), 9.2(g) or 9.3(b) hereof, the Claims Period shall continue until expiration of the applicable statute of limitations (after giving effect to any extensions thereof). Notwithstanding the foregoing, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows:
(a) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under:
(i) Section 9.1(a) alleging or asserting (A) any breach or inaccuracy of any representation or warranty in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Equity Securities), Section 4.5 (Absence of Restrictions and Conflicts) (except any representation or warranty in Section 4.5(b)), Section 4.15 (Tax Returns; Taxes), Section 5.1 (Authorization), Section 5.2 (Absence of Restrictions and Conflicts), and Section 5.3 (Ownership of Equity) (such representations and warranties referenced in this Section 9.4(a)(i), collectively being called the “Fundamental Representations”), or
(ii) a claim under Section 9.1(b) with respect to covenants, agreements or undertakings set forth in Article VII and a claim under Section 9.1(c)(i), Section 9.1(e), Section 9.1(f), Section 9.1(g), Section 9.1(i) or Section 9.1(j) (the indemnification obligations of the Members referenced in this Section 9.4(a)(ii) collectively being called the “Fundamental Covenants”), the Claims Period shall terminate on the date that is sixty (60) days following the termination of the applicable statute of limitation, if any (the indemnification obligations of the Members with respect to the Fundamental Representations and the Fundamental Covenants are sometimes called the “Fundamental Obligations” in this Agreement); provided, that, with respect to a claim with respect to the S-Project, the Claims Period shall terminate on the date that the S-Project is complete; and provided further, that, with respect to a claim indemnification claims pertaining to the P-Project, the Claims Period shall terminate on the date that is thirty-six (36) months following the Closing Date;
(b) with respect to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising under Section 9.1(b) the Claims Period shall continue for such period as is applicable in accordance with the applicable covenant’s, agreement’s or undertaking’s express terms; provided, that all indemnification claims other than claims for breaches of Fundamental Obligations shall be subject to the eighteen (18) month period in Section 9.4(c) below;
(c) with respect to all other to indemnification claims by Purchaser Indemnified Parties for Purchaser Losses arising or asserted under or relating to this Agreement, the...
Claims Period. The Claims Periods hereunder shall begin on the date hereof and terminate as follows:
(a) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i), the Claims Period shall continue indefinitely;
(b) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.13 (Tax Returns; Taxes), the Claims Period shall terminate 30 days after the expiration of the applicable statute of limitations;
(c) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statutes of limitations;
(d) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters), the Claims Period shall terminate on the date that is five years following the Closing Date;
(e) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to any breach of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date;
(f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date;
(g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date;
(h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely;
(i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations;
(j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall te...
Claims Period. The Parties agree that the period for submitting claims will be set at a date certain no more than ninety (90) Days from the date that Notice is mailed to the Settlement Class Members.
Claims Period. 56 Section 9.5
Claims Period. Except as provided in this Section 8.4, no claim for indemnification under this Agreement may be asserted by an Indemnified Party after the expiration of the appropriate claims period (the "Claims Period") which shall commence on the date hereof and shall terminate two (2) years after the date hereof. No Indemnified Party shall be entitled to make any claim for indemnification hereunder after the appropriate Claims Period; provided, however, that if prior to the close of business on the last day of the Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, the basis of such claim shall continue to survive with respect to such claim and shall remain a basis for indemnity hereunder with respect to such claim until such claim is finally resolved or disposed of in accordance with the terms hereof.
Claims Period. “Claims Period” shall mean the time period during which claims may be made by Settlement Class Members, extending from the Notice Date until the date 120 days thereafter, including weekends and holidays, provided that if the last day of the Claims Period falls on a weekend or Federal holiday, then the end of the Claims Period shall be the next following day that is not a weekend or Federal holiday.
Claims Period. (a) The Claims Period hereunder shall begin on the Closing Date and terminate on the date that is eighteen (18) months following the Closing Date. No claim for indemnification can be made after the expiration of the Claims Period; provided, if prior to the close of business on the last day of the Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder (including a Third Party Claim) and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
(b) Notwithstanding Section 9.4(a), (i) the Claims Period for any claim under Section 9.1(a) arising out of any inaccuracy or breach of the representations and warranties of the Company contained in Section 2.13 (Tax Returns; Taxes) or for any claim under Section 9.1(e) shall continue until the date that is sixty (60) days following the expiration of the applicable statute of limitations; (ii) the Claims Period for any claim under Section 9.1(a) arising out of any inaccuracy or breach of the Fundamental Representations shall continue until sixty (60) days following the expiration of the applicable statute of limitations; (iii) the Claims Period for any claim under (x) Section 9.1(a) arising out of any breach of the representations and warranties of the Company contained in Section 2.15 (Licenses and Permits) or (y) Section 9.1(f) shall terminate on the earlier of (A) the three (3) year anniversary of the Closing Date and (B) the date on which a Seller Change of Control occurs but in any event no earlier than the two (2) year anniversary of the Closing Date; (iv) the Claims Period for any claim under Section 9.1(a) arising out of any breach of the representations and warranties of the Company contained in Section 2.22 (Health Care Regulatory Compliance) shall terminate on the earlier of (A) the three (3) year anniversary of the Closing Date and (B) the date on which a Seller Change of Control occurs but in any event no earlier than the eighteen (18) month anniversary of the Closing Date; (v) the Claims Period for any claim under Section 9.1(b) arising out of any breach of any covenants, agreements, obligations and undertakings to be performed after the Closing shall terminate on the date on which such covenants, agreements, obligations and undertakings have been fully performed ...
Claims Period. The Claims Period hereunder shall begin on the date hereof and terminate as follows:
(a) with respect to Purchaser Losses arising under Section 11.1(a)(i) in connection with any breach or inaccuracy of any representation or warranty in Section 4.2 (Authorization), Section 4.3 (Capital Stock), Section 4.5 (Absence of Restrictions and Conflicts), and Section 4.15 (Tax Returns; Taxes), or under Sections 11.1(a)(iv) or 11.1(a)(viii), the Claims Period shall continue for the applicable statute of limitations;
(b) with respect to Shareholder Losses arising under Sections 11.2(b) or 11.2(c), the Claims Period shall continue for the applicable statute of limitations; and
(c) with respect to all other Purchaser Losses or Shareholder Losses arising hereunder, the Claims Period shall terminate on the 18-month anniversary of the Closing Date. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly given a Loss Notice regarding a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Claims Period. For purposes of this Agreement, a “Claims Period” shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Periods under this Agreement shall begin on the date hereof and terminate as follows:
(a) The covenants and agreements of the Purchaser, the Sellers and the Parent, as applicable, shall survive in accordance with their terms and unless otherwise specified therein, shall survive indefinitely. All representations and warranties of the Purchaser, the Sellers and the Parent, as applicable, and all claims or Proceedings with respect thereto, shall survive for a period of one (1) year after the Closing Date, except that the representation and warranties of the Sellers and Parent set forth in Section 4.2 (Authorization; Enforceability; Ownership), 4.14 (Environmental), 4.18 (Employee Matters) and 4.21 (Taxes) shall survive the Closing until the expiration of the applicable statute of limitations.
(b) Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. The Sellers’ and the Parent’s indemnification obligations under this Article XII include, without limitation, the obligation to pay and reimburse the Purchaser for all Purchaser Losses, whether or not arising due to third party claims.