Common use of Claims Period Clause in Contracts

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. Any claim for indemnification under this Section 11 ------------- 7 for a breach of a representation or warranty shall be made by giving a Claim Notice under Section 7.3 11.3 on or before the applicable "Expiration Date" specified below in this Section 7.411.4, or the claim under this Section 7 11 shall be invalid. The following claims shall have the following respective "Expiration Date shall mean Dates": (a) the twentydate on which VERT timely files or should have filed its Annual Report on Form 10-fourth month anniversary K for the year ending December 31, 2000 --any claims that are not specified in any of the date hereof , provided, however, that the Expiration Date shall mean succeeding clauses; (b) the date on which the applicable statute of limitations expires with respect to expires--any claim for Damages related to (i) a breach of any representation representations or warranty warranties of a Party to this Agreement that was known to be untrue by the maker when were made with an actual intent to mislead or defrauddefraud or with a reckless disregard of the accuracy thereof, or (ii) any claim with respect to Taxes; and (c) in perpetuity -- any Unassumed Liability. 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 with respect to any claim detailed in such Claim Notice regardless of the date on which such Indemnified Party gives the related Liquidated Claim Notice.

Claims Period. Any claim for indemnification under this Section ------------- 7 for a breach of a representation or warranty 11 shall be made by giving a Claim Notice under Section 7.3 11.3 on or before the applicable "Expiration Date" specified below in this Section 7.411.4, or the claim under this Section 7 11 shall be invalid. The following claims shall have the following respective "Expiration Date shall mean Dates": (a) the twenty-fourth month second anniversary of the date hereof , provided, however, Closing Date--any claims that are not specified in any of the Expiration Date shall mean succeeding clauses; and (b) the date on which the applicable statute of limitations expires with respect to expires--any claim for Damages claims related to (i) a breach of any representation covenant or warranty that was known agreement to be performed at least in part after the Closing Date, (ii) a breach of any representations or warranties of a party to this Agreement that were untrue by the maker when made with an actual intent to mislead or defraud, (iii) Section 11.1(c) or (iv) Section 11.1(d). 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 in good faith 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. Any claim for indemnification under this Section 9 ------------- 7 for a breach of a representation or warranty shall be made by giving a Claim Notice under Section 7.3 9.4 on or before the applicable "Expiration Date" specified below in this Section 7.4, or the claim under this Section 7 shall be invalid9.5. The following claims shall have the following respective "Expiration Date shall mean the twenty-fourth month anniversary Dates": (a) April 30, 2001 for any claims that are not specified in any of the date hereof , provided, however, that the Expiration Date shall mean succeeding clauses; (b) the date on which the applicable statute of limitations expires with respect to for any claim for Damages Losses related to (i) a breach of any representation covenant or warranty that was known agreement to be untrue by performed after the maker when Closing Date, (ii) a breach of any representations or warranties of a party to this Agreement that were made with an actual intent to mislead or defrauddefraud or with a reckless disregard of the accuracy thereof or (iii) a breach of the representation and warranty contained in Sections 5.1(a), 5.3 or 5.17; (c) in perpetuity for any claim for Losses related to or arising under Sections 9.1(c), 9.1(d) or 9.1(e); or (d) the fifth anniversary of the Closing Date for a breach of the representation and warranty contained in Section 5.19. 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. Any claim for indemnification under this Section 10 ------------- 7 for a breach of a representation or warranty shall be made by giving a Claim Notice under Section 7.3 10.3 on or before the applicable "Expiration Date" specified below in this Section 7.410.4, or the claim under this Section 7 Agreement shall be invalid. The Expiration Date shall mean the twenty-fourth month second anniversary of the date hereof Closing Date, 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 (a) a breach of any representation or warranty of a party to this Agreement that relates to Taxes, (b) any representation or warranty that was known to be untrue by the maker when made with an actual intent to mislead or defrauddefraud and (c) any covenants to be performed under this Agreement, which for purposes of clarification shall not be deemed to have merged upon the Closing. 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. Any claim for indemnification under this Section ------------- 7 for a breach of a representation or warranty SECTION 9 shall be made by giving a Claim Notice under Section 7.3 SECTION 9.3 on or before the applicable "Expiration Date" specified below in this Section 7.4SECTION 9.4, or the claim under this Section 7 SECTION 9 shall be invalid. The following claims shall have the following respective "Expiration Date shall mean Dates": (a) the twenty-fourth month date of the second anniversary of the date hereof , provided, however, Closing Date -- any claims that are not specified in any of the Expiration Date shall mean succeeding clauses; and (b) the date on which the applicable statute of limitations expires with respect to expires--any claim for Damages related to (i) a breach of any representation covenant or warranty that agreement, except to the extent any such covenant or agreement was known required to be untrue by performed prior to or as of the maker when Closing Date, in which case, the Expiration Date for any such claim for Damages shall be the second anniversary of the Closing Date, (ii) a breach of any representations or warranties of a Party to this Agreement that were made with an actual intent to mislead or defrauddefraud or with a reckless disregard of the accuracy thereof, or (iii) any claim with respect to Taxes; and (c) in perpetuity -- any Unassumed Liability, except to the extent any claim for indemnification in connection with any such Unassumed Liability was satisfied by the Buyer after the expiration of the applicable statute of limitations without the consent of the Seller. 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. Any claim for indemnification under this Section ------------- 7 for a breach of a representation or warranty 13 shall be made by giving a Claim Notice under Section 7.3 13.4 on or before the applicable "Expiration Date" specified below in this Section 7.413.5, or the claim under this Section 7 13 shall be invalid. The following claims shall have the following respective "Expiration Date shall mean Dates": (a) the twenty-fourth month first anniversary of the date hereof Closing Date--any claims that are not specified in any of the succeeding clauses; (b) the second anniversary of the Closing Date--any claim for Damages related to an Environmental Condition, provided, however, that whether based on a breach of a representation or warranty or the Expiration Date shall mean indemnification for Environmental Conditions in Section 13(a); and (c) the date on which the applicable statute of limitations expires with respect to expires--any claim for Damages related to a breach of any representation covenant or warranty that was known to be untrue by agreement of the maker when made with an actual intent to mislead or defraudparties contained in this Agreement. 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. Any claim for indemnification under this Section ------------- 7 for a breach of a representation or warranty 9 shall be made by giving a Claim Notice under Section 7.3 9.3 on or before the applicable "Expiration Date" specified below in this Section 7.49.4, or the claim under this Section 7 9 shall be invalid. The following claims shall have the following respective "Expiration Date shall mean Dates": (a) the twenty-fourth month second anniversary of the date hereof , provided, however, Closing Date--any claims that are not specified in any of the Expiration Date shall mean succeeding clauses; (b) the date on which the applicable statute of limitations expires with respect to expires--any claim for Damages related to (i) a breach of any representation covenant or warranty that was known agreement to be performed at least in part after the Closing Date, or (ii) a breach of any representations or warranties of a party to this Agreement that relate to Taxes or that were untrue by the maker when made with an actual intent to mislead or defraud; and (c) the third anniversary of the Closing Date--any claim for Damages related to a breach of a representation or warranty with respect to an Environmental Condition. 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. Any claim for indemnification under this Section ------------- 7 for a breach of a representation or warranty 10 shall be made by giving a Claim Notice under Section 7.3 10.3 on or before the applicable "Expiration Date" specified below in this Section 7.410.4, or the claim under this Section 7 10 shall be invalid. The following claims shall have the following respective "Expiration Date shall mean the twentyDates": (a) March 31, 1999-fourth month anniversary -any claims that are not specified in any of the date hereof , provided, however, that the Expiration Date shall mean succeeding clauses; (b) the date on which the applicable statute of limitations expires with respect to expires--any claim for Damages claims related to (i) a breach of any covenant or agreement to be performed at least in part after the Closing Date, (ii) a breach of any representation or warranty of a party to this Agreement that was known relates to be taxes, or (iii) a breach of any representations or warranties of a party to this Agreement that were untrue by the maker when made with an actual intent to mislead or defraud; and (c) two years from the date hereof---any claims relating to (i) an Environmental Condition or (ii) the matters addressed in Section 4.6 and Section 4.7. 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 in good faith for a legitimate 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.