Common use of Claims Period Clause in Contracts

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 Purchaser, Seller and Superfly, as applicable, shall survive in accordance with their terms and unless otherwise specified therein, shall survive indefinitely. All representations and warranties of Purchaser, Seller and Superfly, as applicable, and all claims or Proceedings with respect thereto, shall survive for a period of one year after the date of this Agreement, except that the representation and warranties of Seller and Superfly set forth in (Authorization; Enforceability; Ownership), (Environmental), (Employee Matters) and (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. Seller's and Superfly's indemnification obligations under this include, without limitation, the obligation to pay and reimburse Purchaser for all Purchaser Losses, whether or not arising due to third party claims.

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 Period hereunder shall begin on the date hereof and terminate as follows: (a) The covenants and agreements of Purchaser, Seller and Superfly, as applicable, shall survive in accordance with their terms and unless otherwise specified therein, shall survive indefinitely. All representations and warranties of Purchaser, Seller and Superfly, as applicable, and all claims or Proceedings with respect thereto, shall survive for a period of one year after the date of this Agreement, except that the representation and warranties of to Buyer Losses arising under Section 7.1(a) or Seller and Superfly set forth in (Authorization; Enforceability; OwnershipLosses arising under Section 7.2(a), (Environmental)in each case with respect to any breach or inaccuracy of any Fundamental Representation, (Employee Matters) and (Taxes) the Claims Period shall survive the Closing until the expiration six (6) year anniversary of the Closing Date; (b) with respect to Buyer Losses arising under Section 7.1(a) or Seller Losses arising under Section 7.2(a), in each case with respect to any breach or inaccuracy of any Operational Representation, the Claims Period shall terminate twelve (12) months following the Closing Date; (c) with respect to Buyer Losses arising under Section 7.1(b) or Seller Losses arising under Section 7.2(b), the Claims Period with respect to (i) the covenants, agreements and undertakings that contemplate performance prior to Closing will survive the Closing for a period of twelve (12) months, and (ii) the covenants, agreements and undertakings that contemplate performance after Closing, the Claims Period shall survive the Closing indefinitely, subject to the applicable statute of limitations.; and (bd) Notwithstanding with respect to Buyer Losses arising under Section 7.1(c), the foregoingClaims Period shall survive the Closing indefinitely, ifsubject to the applicable statute of limitations. No claim for indemnification can be made after the expiration of the applicable Claims Period; provided, however, 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, the right to indemnification with respect to the matter set forth in the notice of such claim shall continue to survive and shall remain a basis for indemnity hereunder until such later date as each such claim is finally and fully resolved or disposed of in accordance with the terms hereof. Seller's and Superfly's indemnification obligations under of this include, without limitation, the obligation to pay and reimburse Purchaser for all Purchaser Losses, whether or not arising due to third party claimsArticle VII.

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, Seller the Sellers and Superflythe 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, Seller the Sellers and Superflythe Parent, as applicable, and all claims or Proceedings with respect thereto, shall survive for a period of one (1) year after the date of this AgreementClosing Date, except that the representation and warranties of Seller the Sellers and Superfly 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. Seller's The Sellers’ and Superfly's 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.

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 Purchaser, Seller and Superfly, as applicable, shall survive in accordance with their terms and unless otherwise specified therein, shall survive indefinitely. All representations and warranties of Purchaser, Seller and Superfly, as applicable, and all claims or Proceedings with respect theretoto Purchaser Losses or Sellers’ Losses arising out of (x) any covenant or obligation to be performed or complied with prior to the Closing, shall survive for or (y) a period of one year after the date of this Agreement, except that the representation and warranties of Seller and Superfly set forth or warranty other than in Sections 4.1 (Authorization; EnforceabilityOrganization; Ownership), 4.2 (EnvironmentalAuthorization), 4.3 (Employee Absence of Restrictions and Conflicts) or 4.5 (second sentence only) (Title to Assets; Related Matters), the Claims Period shall terminate on the date that is eighteen (18) and (Taxes) shall survive months after the Closing until Date; and (b) with respect to all other Purchaser Losses or Sellers’ Losses, the Claims Period shall terminate upon the expiration of the applicable statute of limitations. (b) limitation with respect to the underlying claim. 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 specifying the factual basis of such claim in reasonable detail 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. Seller's and Superfly's The Sellers’ indemnification obligations under this Article IX include, without limitation, the obligation to pay and reimburse the Purchaser for all Purchaser Losses, whether or not arising due to third party claims.

Claims Period. For purposes of this Agreement, a "“Claims Period" ” shall be the period during which a claim for indemnification may must be asserted under this Agreement by an Indemnified Party. The Claims Periods under this Agreement indemnified party, which period shall begin on the date hereof Closing Date and terminate as follows: (a) The covenants with respect to Purchaser Losses and agreements Damages arising the Claims Period shall terminate two (2) years after the Closing Date; provided, however, that with respect to Purchaser Losses arising out of Purchaser, Seller and Superfly, as applicable, shall survive in accordance with their terms and unless otherwise specified therein, shall survive indefinitely. All a breach the representations and warranties of Purchaserunder Sections 4, Seller and Superflyor arising Excluded Liabilities, as applicable, and all claims or Proceedings the Claims Period shall terminate four (4) years after the Closing Date; (b) with respect theretoto Purchaser Losses and Damages arising under the failure of Sellers to fulfill or perform its covenants, agreements or, and, the Claims Period shall survive for a period of one year terminate four (4) years following the Closing Date; (c) with respect to Seller and/or Covenantor Losses and Damages arising, the Claims Period shall terminate two (2) years after the date of Closing Date; Any claims for indemnification pursuant to this Agreement, except that Article must be made in writing by the representation and warranties of Seller and Superfly set forth in (Authorization; Enforceability; Ownership), (Environmental), (Employee Matters) and (Taxes) shall survive indemnified party to the Closing until indemnifying party on or prior to the expiration of the applicable statute Claims Period. All claims for indemnification for which proper notification of limitations. (b) Notwithstanding the foregoing, if, indemnifying party shall have been made by the indemnified party 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 Period 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. Seller's and Superfly's indemnification obligations under this include, without limitation, the obligation to pay and reimburse Purchaser for all Purchaser Losses, whether or not arising due to third party claims.