Common use of Claims Period Clause in Contracts

Claims Period. The Claims Periods under this Agreement shall begin on the date hereof and terminate as follows: (a) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable to (i) any fraud on the part of the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents; (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents or; and (c) with respect to all other Buyer Losses or Company Losses arising under this Agreement (including Reincorporation Claims, as defined below), the Claims Period shall terminate on the first 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 received a Claim Notice, in accordance with Section 10.3, 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 Periods under this Agreement 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 indefinitely, except as limited by law (including any for the applicable statutes statute of limitation), with respect to Buyer Losses attributable to (i) any fraud on the part of the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms of this Agreement or any of the Ancillary Documentslimitations; (b) with respect to Shareholder Losses arising under Sections 11.2(b) or 11.2(c), the Claims Period shall continue indefinitely, except as limited by law (including any for the applicable statutes statute of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents orlimitations; and (c) with respect to all other Buyer Purchaser Losses or Company Shareholder Losses arising under this Agreement (including Reincorporation Claims, as defined below)hereunder, the Claims Period shall terminate on the first 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 received been properly given a Claim Notice, in accordance with Section 10.3, of 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. The For purposes of this Agreement, a “Claims Periods 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 Closing Date and (b) terminate as follows: (a) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable to (i) any fraud on the part of the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents; (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents or; and (c) with respect to all other Buyer Losses or Company Losses arising under this Agreement (including Reincorporation Claims, as defined below)Section 9.1(a) or Section 9.2(a) hereof, the Claims Period shall terminate on the first (1st) anniversary of the Closing Date; (ii) with respect to Losses arising under Section 9.1(c) or Section 9.2(b) for a breach of any covenant, agreement, or undertaking made in this Agreement that is to be performed or complied with prior to the Closing Date, the Claims Period shall terminate on the first (1st) anniversary of the Closing Date; and (iii) with respect to all other Losses, the Claims Period shall not terminate until sixty (60) days after expiration of the statute of limitations applicable to the Indemnified Party’s right to indemnification for such Loss pursuant to this Agreement. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have received a Claim Notice, in accordance with Section 10.3, 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 Periods under this Agreement shall begin on the date hereof and terminate as follows: (a) with respect to Buyer Losses arising (i) under Section 10.1(c) with respect to any breach or inaccuracy of any Surviving Representations or (ii) with respect to the Surviving Obligations, the Claims Period shall continue indefinitely, except as limited by law (including until the expiration of any applicable statutes statute of limitation), limitations; (b) with respect to Buyer Losses attributable to (i) any fraud arising under Section 10.1(b), the Claims Period shall terminate on the part of date that is one (1) year after the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms of this Agreement or any of the Ancillary DocumentsClosing Date; (bc) with respect to Company Losses arising under Sections 10.2(a), 10.2(c), 10.2(d) or 10.2(e), the Claims Period shall continue indefinitely, except as limited by law (including until the expiration of any applicable statutes statute of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents orlimitations; and (cd) with respect to all other Buyer Losses or Company Losses arising under this Agreement (including Reincorporation Claims, as defined below)Agreement, the Claims Period shall terminate on the first anniversary of date that is three (3) years after 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 received a Claim Notice, in accordance with Section 10.3, 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. (a) The Claims Periods under this Agreement shall begin on the date hereof and terminate as follows: (ai) For Purchaser Losses arising from a breach of the representations and warranties contained in Sections 3.1, 3.2 and 3.20 or arising under Subsections (b) and/or (c) of Section 9.2, the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of have no limitation), with respect to Buyer Losses attributable to (i) any fraud on the part of the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents; (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents or; and (c) with respect to all other Buyer Losses or Company Purchaser Losses arising from a breach of the representations and warranties contained in Section 3.11 or arising under this Agreement Subsections (including Reincorporation Claims, as defined below)d) or (e) of Section 9.2, the Claims Period shall terminate on the first anniversary date that is thirty (30) days after the expiration of the applicable statute of limitations, including any extensions thereof; and (iii) with respect to all other Purchaser Losses arising under Section 9.2, the Claims Period shall terminate on the date that is twenty-four (24) months after the Closing Date. ; and (iv) with respect to Seller Losses arising under Section 9.3, the Claims Period shall terminate on the date that is twenty-four (24) months after the Closing Date. (b) Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party Person shall have received a Claim Notice, in accordance with Section 10.3, 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. For purposes of this Agreement, a "Claims Period" shall be the period after the Closing Date during which any claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Periods under this Agreement shall begin commence on the date hereof Closing Date and shall terminate as follows: (a) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable or Seller Losses arising with respect to (ia) any fraud breach or inaccuracy of any representation or warranty on the part date of which the Company survival period for such representation and warranty expires as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms set forth in Section 8.1 of this Agreement or any of the Ancillary Documents; and (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents or; and (c) with respect to all other any breach or nonperformance of any covenant or agreement in this Agreement, six months after the date Buyer Losses (with respect to any Buyer Losses) or Company Losses arising under this Agreement Sellers (including Reincorporation Claimswith respect to any Seller Losses), as defined below)the case may be, the Claims Period shall terminate on the first anniversary obtains Knowledge of the Closing Datesuch breach or nonperformance. Notwithstanding the foregoing, if, if an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have received a Claim Notice, in accordance with Section 10.3, 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 hereofof this Agreement.

Claims Period. The Claims Periods under this Agreement shall begin ------------- on the date hereof and terminate as follows: (a) with respect to Concurrent Losses arising (i) under Section 9.1(a) with respect to any breach of any Surviving Representations or (ii) under Section 9.1(b), the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable to (i) any fraud terminate on the part expiration of the Company as it relates statute of limitations period that would be applicable to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company underlying breach giving rise to any violation of the terms of this Agreement or any of the Ancillary Documentssuch indemnification claim under common law; (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to arising (i) any fraud on the part under Section 9.2(a) with respect to a breach of the Buyer as it relates to the Agreement, the Ancillary Agreements Section 5.2 or the Acquisition Section 5.3 or (ii) willful misconduct or bad faith by under Section 9.2(b), the Buyer Claims Period shall terminate on the expiration of the statute of limitations period that would be applicable to the underlying breach giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents orsuch indemnification claim under common law; and (c) with respect to all other Buyer Concurrent Losses or Company Losses arising under this Agreement (including Reincorporation Claims, as defined below)Agreement, the Claims Period shall terminate on the first anniversary of date that is eighteen (18) months after 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 received a Claim Notice, in accordance with Section 10.3, 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 Periods under this Agreement Period hereunder shall begin on the date hereof Closing Date and terminate as follows: on the date that is twelve (a12) months after the Closing Date; provided, that the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable to (i) any fraud on the part breaches of the Company Fundamental Representations and the Seller Fundamental Representations set forth in Section 9.1(a)(i) and Section 9.1(b)(i) and the breach of any Purchaser Fundamental Representations as it relates to set forth in Section 9.2 shall begin on the Agreement, Closing Date and terminate upon the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation expiration of the terms applicable statute of this Agreement or any of the Ancillary Documents; (b) the Claims Period limitations. An Indemnifying Party shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), not be liable with respect to Company Losses attributable to (i) any fraud on claim under Section 9.1 or Section 9.2, as applicable, unless written notice of a possible claim for indemnification is given by the part of the Buyer as it relates claiming Indemnified Party to the Agreement, Indemnifying Party on or before the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents or; and (c) with respect to all other Buyer Losses or Company Losses arising under this Agreement (including Reincorporation Claims, as defined below), the applicable Claims Period shall terminate on the first anniversary of the Closing DatePeriod. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have received been notified in writing of a Claim Notice, for indemnity hereunder and in accordance with Section 10.3, of a claim for indemnity hereunder 9.3 hereof and such claim Claim shall not have been finally resolved or disposed of at such date, such claim Claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim Claim is finally resolved or disposed of in accordance with the terms hereof.

Claims Period. The Claims Periods period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party (the “Claims Period”) shall begin on the date hereof Closing Date and terminate as followsshall terminate: (a) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable to breaches of Sellers’ representations and warranties set forth in Section 5.1 (if) any fraud on or Section 5.4(f) hereof, upon the part expiration of the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation applicable statute of the terms of this Agreement or any of the Ancillary Documentslimitations; (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to (i) any fraud on breaches of Buyer’s representations and warranties set forth in Section 6.16 hereof, upon the part expiration of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation applicable statute of the terms of this Agreement or any of the Ancillary Documents or; andlimitations; (c) with respect to all other Buyer Losses claims made by stockholders of CQ alleging a breach of fiduciary responsibility or Company Losses similar claim arising under out of the transactions contemplated by this Agreement and Third Party Actions by creditors asserting a fraudulent conveyance or an improper or unlawful transfer of assets to Buyer, including, without limitation, any cause of action brought pursuant to Fla. Stat. Ch. 726.101 et seq., Md. Comm. Law §15-201 et seq. and 11 U.S.C. 548, upon the expiration of the applicable statute of limitations which shall include any applicable discovery periods; and (including Reincorporation Claimsd) with respect to all other matters, as defined below), the Claims Period shall terminate on the first (1st) 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 received a Claim Notice, in accordance with Section 10.3, 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 Periods under this Agreement Period hereunder shall begin on the date hereof of this Agreement and terminate as follows: (a) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Buyer Losses attributable to (i) any fraud on the part of the Company as it relates to the Agreement, the Acquisition, the Ancillary Agreements, the Business or the Assets or (ii) willful misconduct or bad faith by the Company giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents; (b) the Claims Period shall continue indefinitely, except as limited by law (including any applicable statutes of limitation), with respect to Company Losses attributable to (i) any fraud on the part of the Buyer as it relates to the Agreement, the Ancillary Agreements or the Acquisition or (ii) willful misconduct or bad faith by the Buyer giving rise to any violation of the terms of this Agreement or any of the Ancillary Documents or; and (c) with respect to all other Buyer Losses or Company Purchaser Losses arising under this Agreement (including Reincorporation Claimshereunder, as defined below)on the date that is 90 days following the termination of the applicable statute of limitations or, if there is no applicable statute of limitations, the Claims Period shall terminate on the first anniversary date that is five years following the Closing Date; and (b) with respect to Seller Losses arising under Section 10.2, the Claims Period shall terminate on the date that is 90 days following the termination of the applicable statute of limitations or, if there is no applicable statute of limitations, the Claims Period shall terminate on the date that is five years following 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 received a Claim Notice, in accordance with Section 10.3, 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 hereofof this Agreement.