Period for Claims Sample Clauses

Period for Claims. Except as set forth in the next sentence, the period during which claims (i) for Parent Indemnifiable Damages against the Holdback Shares and (ii) for Company Stockholder Indemnifiable Damages may be made (the “Claims Period”) shall commence at the Closing and terminate at 11:59 p.m. Pacific Time on the date that is 18 months following the Closing Date (the “Holdback Period”). The Claims Period for Parent Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company, (ii) inaccuracies in the Final Conversion Schedule, or (iii) breaches of the Parent Core Representations and Warranties shall commence at the Closing and terminate thirty (30) days following the expiration of the applicable statute of limitations, and the Claims Period for Company Stockholder Indemnifiable Damages arising out of, resulting from or in connection with (y) fraud, willful breach or intentional misrepresentation by the Parent or (z) breaches of the Parent Core Representations and Warranties shall commence at the Closing Date and terminate thirty (30) days following the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary, such portion of the Holdback Shares at the conclusion of the Holdback Period as in the reasonable judgment of Parent may be necessary to satisfy any unresolved or unsatisfied claims for Parent Indemnifiable Damages specified in any Officer’s Certificate (as defined in Section 9.07) delivered to the Stockholders’ Representative prior to expiration of the Holdback Period shall remain in the Holdback Shares until such claims for Parent Indemnifiable Damages have been resolved or satisfied. The remainder of the Holdback Shares, if any, shall be delivered to the Company Stockholders eligible to receive Parent Shares in the Merger promptly (and in any event within ten business days) after the expiration of the Holdback Period. In such event, each Company Stockholder eligible to receive Parent Shares in the Merger will be entitled to receive such Company Stockholder’s pro rata share of the assets in the Holdback Shares being distributed in accordance with Section 2.02(c) hereof.

Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims may be made (i) for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 8.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the Holdback Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is 30 days following the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the representations and warranties set forth in Section 2.10 (Intellectual Property) to be true and correct shall commence at the Closing and terminate upon the date that is 24 months following the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Holdback Fund as in the reasonable judgment of Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Holders’ Agent on or prior to the Holdback Release Date shall remain in the Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with fraud, intentional misrepresentation or willful misconduct shall not be limited.

Period for Claims. Except as otherwise set forth in this Section 9.3, the period (the “Claims Period”) during which claims may be made (i) for Indemnifiable Damages arising out of, resulting from or in connection with (A) the matters listed in Sections 9.1(a)(i) or 9.1(a)(ii) (other than with respect to any of the Special Representations or the IP Representations) shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 15 months following the Closing Date and (B) any failure of any of the representations and warranties made by the Company in Section 2.10 (Intellectual Property) (the “IP Representations”) shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 18 months following the Closing Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Fundamental Claims and matters listed in Section 9.1(a)(v), shall commence at the Closing and terminate at 11:59 p.m. local time on the expiration of the applicable statute of limitations for such matter. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with matters listed in Section 9.1(a)(vi) or fraud, intentional misrepresentation or willful conduct shall not be limited. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods supersede any applicable statute of limitations that would otherwise apply.

Period for Claims. Where either Party (the "Claimant") becomes aware that circumstances exist pursuant to which it has grounds for a claim against the other arising out of or in connection with this Agreement, the Claimant will not (unless otherwise provided by law without the possibility of contractual waiver or limitation) be entitled to pursue such claim after the sixth anniversary of the date on which the Claimant ought reasonably to have become aware of such claim.

Period for Claims. This Article VII shall survive any termination of this Agreement and the indemnification contained in this Article VII shall survive the Closing and shall remain in effect (a) with respect to any claim related to the breach of any representation and warranty, until the expiration of the applicable survival period set forth in Section 7.1.1; and (b) indefinitely (except to the extent expressly set forth in this Agreement), with respect to any claim arising under Section 2.3.2 (Retained Liabilities) or 2.3.1 (Assumed Liabilities). Unless a claim for indemnification with respect to any alleged breach of any representation or warranty is asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts relating thereto, which notice is given within the applicable period of survival for such representation or warranty, such claim may not be pursued and is irrevocably waived after such time. Without limiting the generality or effect of the foregoing, no claim for indemnification with respect to any representation or warranty will be deemed to have been properly made except (i) to the extent it is based upon a Third Party Claim made or brought prior to the expiration of the survival period for such representation or warranty, or (ii) to the extent based on Losses actually incurred by an Indemnitee prior to the expiration of the survival period for such representation or warranty.

Period for Claims. The period (each, as applicable, a “Claims Period”) during which claims may be made (i) for Indemnifiable Damages relating to or arising out of the matters listed in Section 8.3(a)(i) and Section 8.3(a)(ii) (other than claims relating to or arising out of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific Time on the Escrow Release Date and (ii) for Indemnifiable Damages relating to or arising out of all other matters, including Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific Time on the date that is seven years following the Closing Date (subject to the resolution of any claims pending at such time). Notwithstanding anything to the contrary herein, such portion of the Indemnity Escrow Fund as in the reasonable judgment of Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholders’ Agent on or prior to the Escrow Release Date shall remain in the Indemnity Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

Period for Claims. Except as otherwise set forth in this Section 9.4, the period (the “Claims Period”) during which claims may be made: (i) for Damages arising out of, resulting from or in connection with the matters listed in clause (v) of Section 9.2(a) (or otherwise arising out of, resulting from or in connection with Leakage) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is nine (9) months after the Closing Date; (ii) for Damages arising out of, resulting from or in connection with the matters listed in clauses (i) or (ii)(A) of Section 9.2(a) (other than with respect to any of the Tax Representations and the Special Representations) or clauses (i) and (ii) of Section 9.2(b) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the Escrow Release Date; and (iii) for Damages arising out of, resulting from or in connection all other matters, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is thirty (30) days after the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Damages arising out of, resulting from or in connection with fraud or willful breach by or on behalf of any Indemnifying Party shall not be limited.

Period for Claims. Notwithstanding anything to the contrary set forth in this Agreement, any claim for indemnification under this Section 8.02(b) must be made in a writing delivered by the Indemnified Person to the indemnifying party within the period of 18 months from the Closing Date.

Period for Claims. The warranties made by the parties in Clause 3.01 and Clause 4.01 of this Agreement shall survive the Closing, and remain in full force and effect notwithstanding Closing, until the second (2nd) anniversary of the Closing Date (the “Final Release Date”); provided that the warranties in Paragraphs 3.01, 3.02, 3.03, 3.04, 3.05, 3.06 and 3.07 of Schedule 3 (the “Fundamental Warranties”) and the Tax Warranties shall survive until the sixth anniversary of the Closing Date and provided further that warranties in Paragraph 3.28 of Schedule 3 (the “Environmental Warranties”) shall survive until the fourth anniversary of the Closing Date. The obligations of the Seller under Clause 7.02(a) in respect of the Specific Indemnities: (A) set out in Paragraph 1 of Schedule 7.02(a)(iii) shall survive until the fourth anniversary of the Closing Date; and (B) set out in Paragraphs 2 to 10 of Schedule 7.02(a)(iii) shall survive until the Final Release Date. The other covenants and agreements of the parties hereto contained in this Agreement (except for the Tax Covenant, to which for these purposes the provisions of Paragraph 3 of Part B of Schedule 6.01 will apply) shall survive the Closing, and remain in full force and effect notwithstanding Closing, for such period explicitly specified therein or otherwise until the latest date permitted by law. Notwithstanding the preceding sentences, any breach of warranty, covenant or agreement or other claim in respect of which indemnity may be sought under this Agreement (except for the Tax Covenant, to which for these purposes the provisions of Paragraph 3 of Part B of Schedule 6.01 will apply) shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought setting out reasonable details of the inaccuracy or breach as are available at such time and the good faith estimate of the amount claimed (to the extent possible at such time) prior to such time. In the event that legal proceedings or formal written notice of arbitration are not issued and validly served within twelve months of service of such written notice, the liability of the Seller in respect of such matter shall terminate.

Period for Claims. Notwithstanding anything to the contrary in this Agreement, the period during which claims for Indemnifiable Damages may be made for the indemnity obligations under this Agreement shall commence at the Closing and terminate on the date that is 12 months following the Closing Date (the “Indemnification Period”).