Common use of Notice by the Vendor Clause in Contracts

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 Losses Damages may be recovered from the Purchaser pursuant to Section 7.3(a) unless (subject to the fraud exception belowfraud) a Claim Notice is delivered by the Vendor in accordance with the timing set out below: (a) with respect to the to the representations Purchaser Fundamental Representations and warranties in Section 5.1(1), (2), (3) or (5), Warranties at any time within seven (7) years after Closing;; and (b) with respect to all other representations and warranties and covenantswarranties, on or before the last day of the eighteenth at any time within two (18th2) month following the years after 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 Vendor’s Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to fraud) a Claim Notice has been given on or before in accordance with the end of the Indemnity Period timing set out in Section 7.5(2)(a) with respect to each particular representation the representations and warrantywarranties referred to in such Section, the Purchaser Vendor shall be released at on the end of the Indemnity Period date set out in Section 7.5(2)(b) from all obligations in respect of that particular representation representations and warranty warranties referenced in Section 7.5(2)(b) 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 Losses Damages may be recovered from the Purchaser pursuant to Section 7.3(a) 6.3 unless (subject to the fraud exception below) a Claim Notice is delivered by the Vendor in accordance with the timing set out belowVendor: (a) with respect to the claims arising in connection with Section 6.3(a) (except with respect to the representations Purchaser Fundamental Representations) and warranties in Section 5.1(16.3(b), (2), (3) or (5), at any time within seven (7) years after Closing18 months of the Closing Date; (b) with respect to all other representations and warranties and covenantsclaims arising in connection with Section 6.3(a) in connection with the Purchaser Fundamental Representations, on or before the last day sixth anniversary of the eighteenth Closing Date; and (18thc) month following with respect to claims arising in connection with Section 6.3(c), for the Closingperiod of time contemplated by the applicable covenant or agreement in this Agreement or until fully performed; and (each of (ad) with respect to claims arising in connection with Sections 6.3(d), 6.3(e) and (b6.3(f); , at any time. Unless a Claim Notice has been given in accordance with the “Indemnity Period”timing set out in this Section 6.5(2), the Purchaser shall be released on the date contemplated in this Section 6.5(2) from the obligation to indemnify the Vendor’s Indemnified Parties pursuant to Section 6.3; provided, however, that in the event of fraud relating to a representation and or 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 Losses Damages may be recovered from the Purchaser pursuant to Section 7.3(a6.3(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(1Sections 3.3(1), (2), ) and (3) or (5)collectively, the “Purchaser Fundamental Representations”) at any time within seven (7) years after Closing;; and (b) with respect to all other representations and warranties and covenantswarranties, on or before the last day of the eighteenth (18th) month following the date that is 18 months from 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 Vendor’s 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 in accordance with the end of the Indemnity Period with respect to each particular representation and warrantytiming set out above, 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(a6.3(a). This Section 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 Sections 6.3(b) and 6.3(c), 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 6.3(a).

Notice by the Vendor. No Losses Damages may be recovered from the Purchaser pursuant to Section 7.3(a6.3(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(1Sections 3.2(1), (2), ) and (3) or (5)collectively, the “Purchaser Fundamental Representations”) at any time within seven (7) years after Closing;; and (b) with respect to all other representations and warranties and covenantswarranties, on or before the last day of the eighteenth (18th) month following the date that is 18 months from 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 Vendor’s 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 in accordance with the end of the Indemnity Period with respect to each particular representation and warrantytiming set out above, 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(a6.3(a). This Section 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 Section 6.3(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 6.3(a).