Limitations in time. 13.2.1.1 Any claim by a Buyer under Clause 13.1 for breach of a Seller’s Warranty, but not an Excluded Warranty, may be made until 24 months after the Closing Date, provided that such limit in time shall not apply to claims for breach of any Fundamental Warranty, Tax Warranty, the warranties in Clause 10.12, the specific indemnities in Clause 14, breach or non-fulfilment of a covenant or any other breach of the Agreement on the part of Seller, which may be made until three (3) years after the Closing Date or, in the event that Altor Fund II is extended, the last Business Day of such extension.
13.2.1.2 Any claim by a Buyer under Clause 13.1 for breach of an Excluded Warranty may be made until 30 March 2017.
13.2.1.3 A claim against Seller and/or Altor for breach of a Seller’s Warranty shall be notified in writing to Seller and Altor as soon as reasonably practicable after a Buyer has become aware of any matter or circumstance that may give rise to a claim against Seller and/or Altor and in any event within 30 Business Days. Where the liability of Seller or Altor in respect of such claim is increased as a result of any breach by Buyers of this Clause 13.2.1.3, neither Seller nor Altor shall be liable in respect of such increase.
13.2.1.4 Any claim notified to Seller and/or Altor shall be deemed to have been irrevocably withdrawn if proceedings have not been initiated within 6 months after (i) the expiry of the relevant time period set forth in Clause 13.2.1.1 or (ii) in the case of any claim for a contingent liability which has been notified within the time periods in Clause 13.2.1, the time when such liability becomes an actual liability.
Limitations in time. 3.1. The Seller will not be liable for any Claim (other than a Tax Warranty Claim) unless notice of it is given in writing (specifying in reasonable detail (to the extent such information is available at the time of the Claim) the matter which gives rise to the Seller Warranty Claim, the nature of the Seller Warranty Claim and the amount claimed in respect of such Seller Warranty Claim) by the Purchaser to the Seller no later than 12 months from the Transfer Date or the date on which they are given, whichever date is later, subject to paragraph 10 below.
3.2. Where in relation to a Seller Warranty Claim which had been notified in accordance with paragraph 3.1 of Part 1 of this Schedule 10, proceedings are not instituted (that is to say properly issued and validly served) within 12 months of the notice in question (unless previously satisfied, settled or withdrawn), the Seller shall cease to be liable therefore but subject to extension of time to deal with a situation where paragraph 10 applies in relation to a contingent liability.
Limitations in time. 8.1.1 The Seller shall not be liable in respect of:
a. a Breach of any of the Fundamental Warranties after expiry of 5 (five) years from the Closing Date;
b. a Tax Claim after expiry of a period of 90 (ninety) Business Days after the expiry of the relevant statutory limitation period (including formal extensions by any Authority) regarding the relevant Tax Liability of the relevant Company concerning such claim; and
c. a Breach of any of the other Seller’s Warranties, after expiry of 2 (two) years from the Closing Date, except in respect of
d. a Warranty Claim (other than in respect of the Tax Warranties) of which the Purchaser gives written notice to the Seller before that relevant date in accordance with Clause 7.2 (Information with respect to a Warranty Claim); or
e. a Tax Claim of which the Purchaser gives written notice in accordance with Schedule 9 (Tax Deed).
Limitations in time. (A) The Seller shall not be liable in respect of any Losses unless a Notice of Claim is given by the Purchaser to the Seller in accordance with Clause 10:
(i) in the case of any Claim under any of the Seller’s Fundamental Warranties: within 10 (ten) years after the SPA II Closing Date;
(ii) in the case of any Claim under the Specific Indemnities: within 3 (three) months after the applicable statutory period of limitation has lapsed;
(iii) in the case of any Claim under any of the other Seller's Warranties: within 18 (eighteen) months after the SPA II Closing Date.
Limitations in time. (a) On the 6th (sixth) anniversary of the Closing Date for the Vendor Warranties as meant in clauses 1, 2 and 3 of Schedule 6.1;
(b) On the 5th (fifth) anniversary of the Closing Date for the Vendor Warranties as meant in clause 13 of Schedule 6.1;
(c) On 30 June 2007 for all other Vendor Warranties, provided however that a Warranty Claim asserted by Xxxxxx against Vendors in accordance with Section 10 within said time limitation shall not expire.
Limitations in time. (a) On the 6th (sixth) anniversary of the Closing Date for the Vendor Warranties as meant in clauses 1, 2 and 3 of Schedule 6.1;
(b) On the 5th (fifth) anniversary of the Closing Date for the Vendor Warranties as meant in clause 13 of Schedule 6.1;
(c) On 30 June 2007 for all other Vendor Warranties, provided however that a Warranty Claim asserted by Xxxxxx against Vendors in accordance with Section 10 within said time limitation shall not expire. 8.3 Limitations in amount
(a) The total liability of each Vendor for all Warranty Claims shall not exceed € 5,000,000 (five million euro) pro rata parte their respective ownership of the Shares at Closing, as stated in Schedule 2.2.
(b) Xxxxxx is not entitled to compensation for a Warranty Claim or Warranty Claims unless and until the aggregate face value for which Vendors would otherwise be liable under this Agreement exceeds € 250,000 (two hundred fifty thousand euro), in which event Xxxxxx is entitled to compensation for the full amount thereof and not merely for the excess.
(c) Xxxxxx is not entitled to compensation for any individual Warranty Claim (or series of Warranty Claims arising out of substantially identical facts or circumstances) unless the face value of such Warranty Claim for which Vendors would otherwise be liable under this Agreement exceeds € 50,000 (fifty thousand euro).
Limitations in time. 10.1.1 The Sellers shall not be liable for any Compensation for breach of:
a. any of the Sellers’ Representations and Warranties set out in sections 3 and 4 of Schedule 6 relating to the incorporation, capacity and authority, the Companies, the Shares and the Subsidiary Shares, upon expiry of the statutory limitation period;
b. any of the Sellers’ Representations and Warranties set out in section 15 of Schedule 6 or any other Tax matter under the Sellers’ Representations and Warranties, upon expiry of six (6) months from the last date on which a final assessment can be issued against any of the Companies for the relevant Tax; and
c. all other Sellers’ Representations and Warranties and obligations under this Agreement, upon expiry of [ * ] from the Closing Date.
10.1.2 If prior to the relevant date arbitral proceedings with respect to a Claim will have been commenced by the Acquiring Party or the Purchaser pursuant to Clause 14.11, the liability of the Sellers for that particular Claim only will not cease.
10.1.3 The time limitations in this Clause 10.1 do not apply in relation to Claims arising from fraud and/or deliberate misleading statements by the Sellers. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Limitations in time. 15.1.1 Any Claim by the Buyer for breach of the Sellers’ Warranties shall be made prior to the date falling eighteen (18) months after the Closing Date, except for Claims (i) regarding Taxes, Section 9.6, which shall be made within three (3) months from the date when the Taxes in question have been subject to final and non-appealable decision by the relevant and competent Tax Authority and (ii) under the Specific Warranty and Sections 9.1—9.3, which can be made within ten (10) years from the Closing Date.
15.1.2 The Buyer shall not be entitled to make a Claim unless the Buyer has given written notice to the Sellers’ Representative – whereby providing reasonable information of the circumstances giving rise to such Claim and accompanied by reasonable particulars of the Claim specifying the nature of the Claim and, as far as reasonably practicable, the amount of the Claim – within a period of thirty (30) Business Days from the date when the Trinity Biotech Plc.’s CEO, COO or CFO became aware of such Claim.
Limitations in time. A notice of a Claim can be given by the Purchaser to the U-Protein Shareholders:
(a) Until expiry of the applicable statute of limitations with respect to the Warranties set out in paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 of Schedule 2;
(b) until six (6) months after the expiry of the applicable statute of limitations, being the period during which any competent Tax Authority is authorised to impose a Tax Claim on the Company, with respect to the Warranties set out in paragraph 1.21 of Schedule 2;
(c) within 18 (eighteen) months from the Closing Date in respect of all other Warranties in this Deed.
Limitations in time. In order for a Claim to be valid against a Seller, a Claim must be made by the Buyer no later than the date falling eighteen (18) months from (but excluding) the Closing Date, except for Claims in respect of a breach of:
(a) the Fundamental Warranties, the Tax Warranties and the Specific Indemnity, which must be made no later than the date falling eighty-four (84) months from (but excluding) the Closing Date;
(b) the Sellers’ Warranties, except for Fundamental Warranties and Tax Warranties, which must be made no later than the date falling thirty-six (36) months from (but excluding) the Closing Date. provided, in each case, however, that if the Agreement is terminated pursuant to Section 4.2 or 6.7, a Claim for any liability surviving such termination must be made no later than the date falling six (6) months from (but excluding) the Signing Date.
