Limitations in time Clause Samples
A 'Limitations in time' clause sets specific timeframes within which certain actions, rights, or obligations under a contract must be exercised or fulfilled. For example, it may require that claims for damages be made within a set number of months after an event occurs, or that a party must notify the other of a breach within a defined period. This clause ensures that parties act promptly and that potential disputes are addressed within a reasonable period, thereby providing certainty and preventing indefinite liability.
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13.2.1.4 Any claim notified to Seller and/or Altor shall be deemed to have been irrevocably withdrawn if proceedings have not been initiated within 6 months after (i) the expiry of the relevant time period set forth in Clause 13.2.1.1 or (ii) in the case of any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. The Seller shall not be liable in respect of any Breach of the Warranties unless it has received notice in writing from the Purchaser that the Purchaser is pursuing a Warranty Claim, such notice to include reasonable particulars of the grounds on which the Warranty Claim is based, within [***] of Closing. Notwithstanding the foregoing, any Warranty Claim submitted before such date pursuant to which the Seller is held liable in accordance with Clause 7.1.1 shall entitle the Purchaser to invoke the remedies included in Clause 7.1.2 after such date.
Limitations in time. Remedies provided under this Article 9.1 for breaches of Representations and Warranties made by Seller under the following Articles shall expire as follows:
(a) on the tenth anniversary of Closing Date for breaches of Representations and Warranties under Article 6.6.2 (Ownership) ;
(b) three months after the expiry of the applicable statute of limitations for breaches of Representations and Warranties under Articles 6.10 (Taxes) and 6.15 (Anti-bribery) ; and
(c) eighteen (18) months after the Closing Date for breaches of Representations and Warranties under any other Articles of Article 6. Provided, however, that Buyer shall not be excluded from bringing a claim under Article 9.1 of this Agreement after such dates, if the Indemnification Notice has been made pursuant to Article 9.1.2 of this Agreement before such date, it being specified that limitations provided for under Article 9.1.2(b) of this Agreement shall also apply to such claim. For the avoidance of doubt, Articles 201 and 210 CO shall not be applicable. The indemnification provisions set forth in this Article 9.1 for breaches of Representations and Warranties made by Seller under Article 6 are in lieu of, and not in addition to, the remedies provided by applicable statutory law.
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. Without prejudice to any rights the Purchaser may have under the Representations and Warranties set out in Sections 3, 4 and 18 of Schedule 4, which shall survive the date of this Agreement until [*] ([*]) [*] after the applicable statutory limitation period, and without prejudice to any rights the Purchaser may have under Clause 10.2 and 11.3 which shall not be limited to a maximum duration, the Purchaser shall no longer be entitled to start new claims for any Compensation for breach of this Agreement upon expiry of [*] ([*]) [*] from the date of this Agreement
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. Without prejudice to any rights the Purchaser may have under
(i) the Representations and Warranties set out in Sections 1, 2, 3, 4, 18 and 19 of Schedule 3, which shall survive the Closing Date for the period during which any party can commence proceedings, as a result of which the Purchaser becomes aware of a fact or situation the presence or absence of which the Sellers have warranted or represented under this Agreement (which period shall be extended by three (3) months in order to enable the Purchaser to submit a Claim for Compensation), and
(ii) the Representations and Warranties set out in Sections 12.2 and 12.4 of Schedule 3, which shall survive the Closing Date for a period of 36 months; the Purchaser shall no longer be entitled to claim any Compensation for breach of any of the other Representations and Warranties, upon expiry of eighteen (18) months from the Closing Date. The above shall apply instead of Article 7:23(2) of the Civil Code.
Limitations in time. 15.1 ľhe Įicense Agreement becomes effective when the Įicense Agreement has been signed, or otherwise specified in writing, by both parties and is valid for the term specified in the Įicense Agreement.
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.