Common use of Limitation Periods Clause in Contracts

Limitation Periods. (a) Subject to Section 8.5 (b), all claims of Purchaser under any representation of Sellers in Section 5 or any covenant in Section 7.1 shall be time-barred (verjähren) upon expiration of a period of two years after the Closing Date. (b) All claims of Purchaser under any representation contained in Sections 5.1 through 5.3 shall be time-barred upon expiration of a period of ten years after the Closing Date. (c) Any claims of Sellers or Purchaser under Section 9 other than Sections 9.4 (b) and (c) shall be time-barred upon expiration of a period of twelve months after the respective Tax or Tax Refund has become binding and non-appealable and, in the case of Section 9.5 (a) or (b), has been notified in writing to Sellers in accordance with Section 9.5 (c). (d) Any claims of Purchaser under Section 10.3 (a), (c) and (d) (ii) shall be time-barred upon expiration of a period of seven years after the Closing Date. Any claims of Purchaser under Section 10.3 (b), (d) (i), (e) and (f) shall be time-barred upon expiration of a period of 20 years after the Closing Date. (e) Any claims of the Purchaser for indemnification under Section 11 shall be time-barred in accordance with statutory law (Sections 195, 199 of the German Civil Code), except that any claims under Sections 11.2 (a) and 11.3 shall be time-barred upon the expiration of a period of 20 years after the Closing Date. (f) Sellers’ claims under Section 10.7 (b) shall be time-barred upon the expiration of a period of 20 years after the Closing Date. (g) All other covenants shall be time-barred in accordance with their respective terms, and all other agreements and indemnities contained herein shall be time-barred in accordance with applicable law. (h) Any limitation period pursuant to this Agreement shall be suspended (gehemmt) in the event that a written demand is sent to the other Party stating a claim within the applicable limitation period (Section 203 of the German Civil Code), provided that a statement of claim is filed with the competent court within 6 months thereafter or within the applicable limitation period specified herein. In case of an interruption (Neubeginn), the new limitation period (Section 212 of the German Civil Code) shall be the longer of six months or the remainder of the initial limitation period.

Limitation Periods. (a) Subject to Section 8.5 (b), all Any claims of the Purchaser under any representation of Sellers or in Section 5 or any covenant in Section 7.1 connection with this Agreement shall be become time-barred (verjähren) upon expiration unless notice of a such claim has been provided by the Purchaser prior to the time period set forth below in the case of two which (i) the limitation shall be tolled only for the claim for which notice was given and (ii) such claim shall then be time-barred twelve (12) months after the notice has been given unless the Purchaser has initiated arbitration proceedings with respect to such claim prior to such point in time: (a) in case of the Purchaser Claims due to Breach of Title Warranties or Fundamental Warranties, which shall become time-barred four (4) years after the Closing Date.; (b) All claims arising as a result of Purchaser under any representation contained in Sections 5.1 through 5.3 willful breaches (Vorsatz) or fraud (Arglist) which shall be become time-barred upon expiration pursuant to statutory law. Section 203 BGB shall not apply unless the Parties agree in writing that the expiry period shall be tolled (gehemmt) on the basis of pending settlement negotiations; (c) claims for a breach of a period of ten years Seller’s Covenant which shall become time-barred (verjähren) nine (9) months after the Closing Date. (c) Any claims of Sellers or Purchaser under Section 9 other than Sections 9.4 (b) and (c) shall be time-barred upon expiration of a period of twelve months after the respective Tax or Tax Refund has become binding and non-appealable and, in the case of Section 9.5 (a) or (b), has been notified in writing to Sellers in accordance with Section 9.5 (c).; (d) Any claims of Purchaser under Section 10.3 (a), (c) and (d) (ii) 17.4 which shall be become time-barred upon expiration (verjähren) three (3) months after the lapse of a the 24-months period of seven years or the twelve-months period, as the case may, under Section 17.4; (e) all Insured Claims (except for the Title Warranties and the Fundamental Warranties) which shall become time-barred (verjähren) fifteen (15) months after the Closing Date. Any claims of Purchaser under Section 10.3 (b), (d) (i), (e) and ; and (f) shall be time-barred upon expiration all other claims of the Purchaser (including with respect to a period Breach of 20 years after the Bring Down Covenant), on the fifteen (15) month anniversary of the Closing Date. (e) Any claims of the Purchaser for indemnification under Section 11 shall be time-barred in accordance with statutory law (Sections 195, 199 of the German Civil Code), except that any claims under Sections 11.2 (a) and 11.3 shall be time-barred upon the expiration of a period of 20 years after the Closing Date. (f) Sellers’ claims under Section 10.7 (b) shall be time-barred upon the expiration of a period of 20 years after the Closing Date. (g) All other covenants shall be time-barred in accordance with their respective terms, and all other agreements and indemnities contained herein shall be time-barred in accordance with applicable law. (h) Any limitation period pursuant to this Agreement shall be suspended (gehemmt) in the event that a written demand is sent to the other Party stating a claim within the applicable limitation period (Section 203 of the German Civil Code), provided that a statement of claim is filed with the competent court within 6 months thereafter or within the applicable limitation period specified herein. In case of an interruption (Neubeginn), the new limitation period (Section 212 of the German Civil Code) shall be the longer of six months or the remainder of the initial limitation period.

Limitation Periods. (a) Subject to Section 8.5 (b), all Any claims of the Purchaser under any representation of Sellers or in Section 5 or any covenant in Section 7.1 connection with this Agreement shall be become time-barred (verjähren) upon after the expiration of a period [***] as of two years the occurrence of Closing, except for (a) Title Claims and Claims on the basis of Sections 7.2 (Status of the Sellers), 7.4 (Status of the Company) and 7.8 (Related Party Agreements) which shall become time-barred (verjähren) after the Closing Date.expiration of [***] as of the occurrence of Closing; (b) All claims Claims on the basis of Purchaser under any representation contained in Sections 5.1 through 5.3 Section 7.10 (Intellectual Property), which shall be become time-barred upon (verjähren) after the expiration of a period [***] as of ten years after the Closing Date.occurrence of Closing; (c) Any claims on the basis of Sellers or Purchaser under Section 9 other than Sections 9.4 7.3.5 (bPurchaser’s Common Stock), 7.13 (Clinical Activities & Regulatory Affairs), 7.14 (Employment), 7.15 (Finders’ Fees), 7.16 (Litigation, Disputes) and 7.17 (cCompliance) which shall be become time-barred upon after the expiration of a period [***] as of twelve the occurrence of Closing; and (d) claims on the basis of Section 7.19 (Taxes) which shall become time-barred six (6) months after the respective Tax or assessment of the relevant Tax Refund has become binding and non-appealable and, (unanfechtbar) and is no longer subject to change. Section 203 BGB shall not apply. The fact that a Title Claim has become time-barred according to this Section 9.3.4 shall in no event limit the case of Section 9.5 (a) Purchaser’s right to set-off or (b), has been notified in writing to Sellers retention rights and claims in accordance with Section 9.5 5.3. For the avoidance of doubt, the Purchaser shall be entitled (c). (di) Any to set-off Title Claims against any claims of Purchaser under Section 10.3 the Sellers for payment of any Milestone Purchase Price (a), (cor any portion thereof) and (d) (ii) shall be to refuse to perform the payment of any Milestone Purchase Price (or any portion thereof) on the grounds of a right of retention (Zurückbehaltungsrecht) in accordance with Section 5.3, even at a time when the Title Claim has already become time-barred upon expiration of a period of seven years after the Closing Date. Any claims of Purchaser under Section 10.3 (b), (d) (i), (e) and (f) shall be time-barred upon expiration of a period of 20 years after the Closing Date. (e) Any claims of the Purchaser for indemnification under Section 11 shall be time-barred in accordance with statutory law (Sections 195, 199 of the German Civil Code), except that any claims under Sections 11.2 (a) and 11.3 shall be time-barred upon the expiration of a period of 20 years after the Closing Date. (f) Sellers’ claims under Section 10.7 (b) shall be time-barred upon the expiration of a period of 20 years after the Closing Date. (g) All other covenants shall be time-barred in accordance with their respective terms, and all other agreements and indemnities contained herein shall be time-barred in accordance with applicable law. (h) Any limitation period pursuant according to this Agreement shall be suspended (gehemmt) in the event that a written demand is sent to the other Party stating a claim within the applicable limitation period (Section 203 of the German Civil Code), provided that a statement of claim is filed with the competent court within 6 months thereafter or within the applicable limitation period specified herein. In case of an interruption (Neubeginn), the new limitation period (Section 212 of the German Civil Code) shall be the longer of six months or the remainder of the initial limitation period9.3.4.