Claims Period Sample Clauses

Claims Period. Any claim for indemnification under this Section ------------- 7 for a breach of a representation or warranty shall be made by giving a Claim Notice under Section 7.3 on or before the applicable "Expiration Date" specified below in this Section 7.4, or the claim under this Section 7 shall be invalid. The Expiration Date shall mean the twenty-fourth month anniversary of the date hereof , provided, however, that the Expiration Date shall mean the date on which the applicable statute of limitations expires with respect to any claim for Damages related to any representation or warranty that was known to be untrue by the maker when made with an actual intent to mislead or defraud. If more than one of such Expiration Dates applies to a particular claim, the latest of such Expiration Dates shall be the controlling Expiration Date for such claim. So long as an Indemnified Party gives a Claim Notice for an Unliquidated Claim on or before the applicable Expiration Date, and provided such claim is liquidated within thirty months after the Unliquidated Claim Notice is given, such Indemnified Party shall be entitled to pursue its rights to indemnification regardless of the date on which such Indemnified Party gives the related Liquidated Claim Notice.

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. 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. 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. The Claims Period hereunder for shall begin on the date hereof and terminate twenty-four (24) months after the Closing Date, provided that, the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date shall survive for the period provided in such covenants and agreements, if any, or until fully performed. Notwithstanding the foregoing, if, before the close of business on the last day of the applicable Claims Period, the Indemnifying Party is properly notified of a Claim for indemnity hereunder and such Claim is not 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. Section 8.5.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) 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 under this Agreement with respect to all Losses described in Section 8.1(a) and 8.2(a) shall commence on the Closing Date and shall terminate on the date that is twelve (12) months after the Closing Date, except that (a) the Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date and extend without limitation as to time; (c) the Claims Period for Losses arising from breaches of Section 3.13 shall commence on the Closing Date and terminate on the date that is ninety (90) days after the expiration of the applicable statute of limitations; and (d) the Claims Period for Losses arising from breaches of Section 3.15 shall commence on the Closing Date and terminate on the date that is three (3) years from the Closing Date. The Claims Period under this Agreement with respect to all Losses described in Section 8.1(e) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from the Closing Date. Notwithstanding the foregoing, 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, 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 covenants and agreements set forth in this Agreement, any of the Seller Ancillary Documents or any of the Buyer Ancillary Documents that by their terms are to be performed after the Closing shall survive until fulfilled in accordance with their terms.