Notice by the Vendor. If the Purchaser fails to satisfy its obligations under clause 6 on or before the Completion Date, the Vendor may give the Purchaser a notice requiring it to satisfy those obligations within 14 days after the date of receipt of the notice. If the Purchaser fails to satisfy those obligations on the date specified in the Vendor’s notice, the Vendor may, without affecting or limiting any other rights it might have, terminate this Agreement.
Notice by the Vendor. No Losses may be recovered from the Purchaser pursuant to Section 7.3(a) unless (subject to the fraud exception below) a Claim Notice is delivered by the Vendor in accordance with the timing set out below:
(a) with respect to the to the representations and warranties in Section 5.1(1), (2), (3) or (5), at any time within seven (7) years after Closing;
(b) with respect to all other representations and warranties and covenants, on or before the last day of the eighteenth (18th) month following the Closing; (each of (a) and (b); the “Indemnity Period”); provided, however, that in the event of fraud relating to a representation and warranty of the Purchaser in this Agreement, then notwithstanding the foregoing time limitations, the Vendor Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless a Claim Notice has been given on or before the end of the Indemnity Period with respect to each particular representation and warranty, the Purchaser shall be released at the end of the Indemnity Period from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendor’s Indemnified Parties in respect thereof pursuant to Section 7.3(a).
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless a Claim Notice is delivered by the Vendor on or before the date that is twenty-four (24) months after Closing, provided, however, that in the event of fraud relating to a representation or warranty of the Purchaser then notwithstanding the foregoing, the Vendor shall be entitled to deliver a Claim Notice at any time for the purposes of such claim. This Subsection 6.5(2) shall not be construed to impose any time limit on the Vendor’s right to assert a claim to recover Damages under Subsection 6.3(b).
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless a Claim Notice is delivered by the Vendor on or before the date that is 2 years after Closing. Unless a Claim Notice has been given on or before the date that is 2 years after Closing with respect to each particular representation and warranty, the Purchaser shall be released on the date that is 2 years after Closing from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendor’s Indemnified Parties in respect thereof pursuant to Section 6.4(a). This Section 6.6(2) shall not be construed to impose any time limit on the Vendor’s right to assert a claim to recover Damages under Section 6.4(b), whether or not the basis on which such a claim is asserted could also entitle the Vendor to make a claim for Damages pursuant to Section 6.4(a).
Notice by the Vendor. No Damages may be recovered from HTC or Voyager pursuant to Section 4.3 unless a Claim Notice is delivered by the Vendor to HTC on or before the date that is two years after Closing.
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) and Section 7.3(c) unless a Notice of Claim is delivered by a Vendor’s Indemnified Party on or before the following dates:
(a) with respect to the representations and warranties in Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 4.7, on or before a date that is five (5) years after the Closing Date;
(b) at any time on or before the date that is 90 days after the expiration of the last of the applicable limitation periods contained in the Tax Act or any other Applicable Law with respect to the Damages in question (such period shall not include any period extended by any agreement, waiver or arrangement with any Governmental Authority); and
(c) with respect to all other representations and warranties, on or before a date that is 12 months after the Closing Date. Unless a Notice of Claim has been given on or before the date set out above with respect to each particular representation and warranty, the Purchaser will be released on such date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendor’s Indemnified Parties in respect thereof pursuant to Section 7.3(a).
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 4.3(a)unless a Claim Notice is delivered by the Vendor on or before the second anniversary of Closing. Unless a Claim Notice has been given on or before the second anniversary of Closing with respect to each particular representation and warranty, the Purchaser shall be released on the second anniversary of Closing from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendor in respect thereof pursuant to Section 4.3(a). This Section 4.5(2) shall not be construed to impose any time limit on the Vendor’s right to assert a claim to recover Damages under Section 4.3(b), whether or not the basis on which such a claim is asserted could also entitle the Vendor to make a claim for Damages pursuant to Section 4.3(a).
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 6.4(a) unless a Claim Notice is delivered by the Vendor in accordance with the timing set out below:
(a) with respect to the Purchaser Fundamental Representations and Warranties at any time after Closing; and CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR PORTIONS OF THIS AGREEMENT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
(b) with respect to all other representations and warranties, at any time within [***Relevant time period redacted] after Closing, provided, however, that in the event of an Extension Event relating to a representation and warranty of the Purchaser in this Agreement, then notwithstanding the foregoing time limitations, the Vendor’s Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to an Extension Event) a Claim Notice has been given in accordance with the timing set out in Section 6.6(2)(b) with respect to the representations and warranties referred to in such Section, the Vendor shall be released on the date set out in Section 6.6(2)(b) from all obligations in respect of representations and warranties referenced in Section 6.6(2)(b) and from the obligation to indemnify the Vendor’s Indemnified Parties in respect thereof pursuant to Section 6.4(a). This Section 6.6(2) shall not be construed to impose any time limit on the Vendor’s right to assert a claim to recover Damages under Sections 6.3(2) or 6.4(b) whether or not the basis on which such a claim is asserted could also entitle the Vendor to make a claim for Damages pursuant to Section 6.4(a).
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 7.5(a) through Section 7.5(d) unless a Notice of Claim is delivered by the Vendor on or before the following dates:
(a) with respect to Purchaser Fundamental Representations, there is no outside date for Delivery of a Notice of Claim; and
(b) with respect to a breach of any other representation or warranty of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement, or in respect of the Purchaser Pre-Closing Transactions, on or before the last day of the Representations Survival Period;
(c) with respect to any breach or any non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement, on or before the sixth anniversary of the Closing Date. Unless a Notice of Claim has been given on or before the dates set out above with respect to each particular representation, warranty, covenant and agreement, the Purchaser shall be released on such date from all obligations in respect of that particular representation, warranty, covenant or agreement and from the obligation to indemnify the Vendor Indemnified Parties in respect thereof pursuant to Section 7.5(a) through Section 7.5(d) as the case may be.
Notice by the Vendor. No Damages may be recovered from the Purchaser pursuant to Section 6.2(a) unless the Vendor shall have delivered a Claim Notice to the Purchaser on or before the date which is 18 months following the Closing.
