Common use of Period for Claims; Other Limitations Clause in Contracts

Period for Claims; Other Limitations. (a) Except as set forth below, the period during which claims may be made (the “Claims Period”) for Indemnifiable Damages against the Indemnifying Holders and arising from or in connection with the matters listed in the first sentence of Section 8.2 shall commence at the Closing and terminate the day after the date that is 18 months following the Closing Date (such period, the “Escrow Period”); provided, however, that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Special Claims shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations (the applicable time period specified in this proviso being the “Special Claims Period”); provided, further, that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Fraud Claims shall commence at the Closing and continue indefinitely; provided, further, that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Specified Matter Claims shall commence at the Closing and terminate on the date that is three years from the Closing Date. Notwithstanding anything contained herein to the contrary, such portion of the Escrow Fund at the conclusion of the Escrow Period as in the reasonable judgment of Acquiror shall be necessary to satisfy any unresolved or unsatisfied claim for Indemnifiable Damages specified in any Officer’s Certificate delivered to the Indemnifying Holders’ Agent prior to expiration of the Escrow Period shall be retained by Acquiror until such claim for Indemnifiable Damages has been resolved or satisfied. At the end of the Escrow Period, (i) the remainder of the Escrow Fund, less any amounts remaining in respect of unresolved or unsatisfied claims pursuant to the previous sentence, shall be released and distributed to the Indemnifying Holders promptly (and in any event within 10 Business Days) in accordance with each such Indemnifying Holder’s respective Pro Rata Claim Percentage. With respect to any amount of the Escrow Fund retained following the expiration of the Escrow Period, such amounts shall be released to the Indemnifying Holders based on their respective Pro Rata Claim Percentages within 10 Business Days following the resolution or satisfaction of such claim, net any amount of the Escrow Fund used to satisfy such Indemnifying Holder’s indemnification obligations with respect to such claim, in accordance with this Article VIII. (b) Indemnifiable Damages shall be calculated net of the amount of any actual recoveries under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Indemnifiable Damages incurred by any Indemnified Person, provided, however, that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries.

Period for Claims; Other Limitations. (a) Except as set forth below, the period during which claims for Indemnifiable Damages may be made for the indemnity obligations under this Agreement (the applicable period, the “Claims Period”) for Indemnifiable Damages against the Indemnifying Holders and arising from or in connection with the matters listed in the first sentence of Section 8.2 shall commence at the Closing and terminate on the day after the date that is 18 months following the Closing Escrow Fund Release Date (such period, the “Escrow Period”); provided, however, that the . The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with respect to (i) the Special Claims Matters other than the Fundamental Representations shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations limitations, and (ii) the Fundamental Representations shall commence at the Closing and terminate at 11:59 p.m. Pacific Time on the date that is 36 months following the Closing Date (or if such date is not a Business Day, until such time on the first Business Day thereafter) (the applicable time period specified in this proviso sentence being the “Special Claims Subsequent Claim Period”); provided, furtherhowever, that during the Claims Period Escrow Period, all claims for Indemnifiable Damages arising out of, resulting from or in connection with Fraud Claims shall commence at indemnification must first be made against the Closing and continue indefinitely; provided, further, that Escrow Shares to the Claims Period extent there are sufficient Escrow Shares (after taking into account all other claims for Indemnifiable Damages arising out of, resulting from or in connection with Specified Matter Claims shall commence at the Closing and terminate on the date that is three years indemnification from the Closing DateEscrow Shares made by Indemnified Persons). Notwithstanding anything contained herein to the contrary, such portion of the Escrow Fund Shares at the conclusion of the Escrow Period as in the reasonable judgment of Acquiror shall be necessary to satisfy any unresolved or unsatisfied claim for Indemnifiable Damages specified in any Officer’s Certificate delivered to the Indemnifying HoldersStockholders’ Agent prior to expiration of the Escrow Period shall continue to be retained held by Acquiror until such claim for Indemnifiable Damages has been resolved or satisfied. At All Escrow Shares at the end of the Escrow Period, (i) the remainder of the less Escrow Fund, less any amounts Shares remaining in respect of unresolved or unsatisfied claims pursuant to the previous sentence, shall be released and distributed to the Indemnifying Holders Company Stockholders promptly (and in any event within 10 20 Business Days) after the expiration of the Escrow Period in accordance with each such Indemnifying HolderCompany Stockholder’s respective Pro Rata Claim Percentageinterest in the then remaining Escrow Shares. With respect to any amount of the remaining Escrow Fund retained Shares for a given indemnification claim following the expiration of the Escrow Period, such amounts remaining Escrow Shares shall be released to the Indemnifying Holders based on their respective Pro Rata Claim Percentages Company Stockholders within 10 20 Business Days following the resolution or satisfaction of such claim, net (in the case of any amount Company Stockholder) of the Escrow Fund any amounts therefrom used to satisfy such Indemnifying HolderCompany Stockholder’s indemnification obligations with respect to such claim, in accordance with this Article VIIIIX. (b) Indemnifiable Damages shall be calculated net of the amount of any actual recoveries under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Indemnifiable Damages incurred by any Indemnified Person, provided, however, that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries.

Period for Claims; Other Limitations. (a) Except as otherwise set forth belowin this Section 9.4, the period (the "Claims Period") during which claims may be made (the “Claims Period”i) for Indemnifiable Damages against the Indemnifying Holders and arising from or in connection with the matters listed in the first sentence of Section 8.2 shall commence at the Closing and terminate the day after the date that is 18 months following the Closing Date (such period, the “Indemnity Escrow Period”); provided, however, that the Claims Period Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 9.2(a) (other than with respect to any of the Special Claims Representations) shall commence at the Closing and terminate upon at 11:59 p.m. U.S. Central time on the expiration of date that is 12 months following the applicable statute of limitations Closing Date, (ii) against the applicable time period specified in this proviso being the “Special Claims Period”); provided, further, that the Claims Period Indemnity Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with Fraud Claims the matters listed in Section 9.2(a)(v) shall commence at the Closing and continue indefinitely; providedterminate at 11:59 p.m. U.S. Central time on the date that is 18 months following the Closing Date, further, that the Claims Period and (iii) for Indemnifiable Damages arising out of, resulting from or in connection with Specified Matter Claims all other matters, including Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. U.S. Central time on the date that is three years from 90 days following the Closing Dateexpiration of the statute of limitations applicable to the underlying matter that is the subject of such claim. Notwithstanding anything contained herein to the contrarycontrary contained herein, such portion of the Indemnity Escrow Fund at the conclusion Escrow Release Date, less the aggregate amount of the Escrow Period as in the reasonable judgment of Acquiror shall be necessary to satisfy any unresolved or unsatisfied claim claims for Indemnifiable Damages specified in any Officer’s Certificate delivered to the Indemnifying HoldersShareholders’ Agent on or prior to expiration of the Escrow Period Release Date, shall be retained by Acquiror remain in the Indemnity Escrow Fund until such claim claims for Indemnifiable Damages has have been resolved or satisfied. At , provided that if no Legal Proceedings have been actually asserted against the Indemnity Escrow Fund within 18 months following the end of the Escrow PeriodRelease Date with respect to such claims, the amounts so remaining in the Indemnity Escrow Fund shall be released to the Indemnifying Parties. (ib) On the day following the Escrow Release Date, the remainder of the Indemnity Escrow Fund, if any, less any amounts remaining in respect of unresolved or unsatisfied claims pursuant to the previous sentence, shall be released and distributed to the Indemnifying Holders Parties promptly (and in any event within 10 five Business Days) in accordance with each such Indemnifying HolderParty’s respective Pro Rata Claim PercentageShare. With respect to any amount of the Escrow Fund amounts retained following the expiration of the Escrow Periodsuch distribution, such amounts shall be released to the Indemnifying Holders Parties based on their respective Pro Rata Claim Percentages Shares within 10 five Business Days following the resolution or satisfaction of all such claimclaims, net of any amount of the Escrow Fund amounts therefrom used to satisfy each such Indemnifying HolderParty’s indemnification obligations with respect to such claimclaims, in accordance with this Article VIIIARTICLE 9. (b) Indemnifiable Damages shall be calculated net of the amount of any actual recoveries under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Indemnifiable Damages incurred by any Indemnified Person, provided, however, that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries.

Period for Claims; Other Limitations. (a) Except as set forth below, the The period during which claims for Indemnifiable Damages may be made pursuant to Section 8.4 for the indemnity obligations under this Agreement (the applicable period, the “Claims Period”) for Indemnifiable Damages against the Indemnifying Holders and arising from or in connection with the matters listed in the first sentence of Section 8.2 shall commence at the Closing and terminate on the day first Business Day occurring after the date that is 18 months following 15-month anniversary of the Closing Date (such period, the “Escrow Indemnification Period”); provided, however, that the Claims Period for Indemnifiable Damages arising out of, resulting from claims made: (a) pursuant to Section 8.1(a)(i) or in connection Section 8.1(a)(ii) with Special Claims respect to the breach of a Fundamental Representation; and (b) pursuant to Section 8.1(a)(iii)-(x) shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations shall survive indefinitely (the applicable time period specified in this proviso being the “Special Subsequent Claims Period”); provided, further, that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Fraud Claims shall commence at the Closing and continue indefinitely; provided, further, that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Specified Matter Claims shall commence at the Closing and terminate on the date that is three years from the Closing Date. Notwithstanding anything contained herein to the contrarycontrary in this Agreement, such all or the applicable portion of the Escrow Fund at the conclusion of the Escrow Period as in the reasonable judgment of Acquiror shall be Amount necessary to satisfy any unresolved or unsatisfied claim for Indemnifiable Damages specified in any Officer’s Certificate delivered to the Indemnifying HoldersSellers’ Agent Representative pursuant to Section 8.4 prior to expiration of the Escrow Indemnification Period shall not be retained by Acquiror distributed to the Sellers until such claim for Indemnifiable Damages has been resolved or satisfied. At satisfied in accordance with the end terms hereof, at which point the entire remaining portion of the Escrow Period, (i) the remainder of the Escrow Fund, less any amounts remaining in respect of unresolved or unsatisfied claims pursuant to the previous sentence, Amount shall be released and distributed to the Indemnifying Holders promptly (Sellers upon the terms and subject to the conditions set forth in any event within 10 Business Days) in accordance with each such Indemnifying Holder’s respective Pro Rata Claim Percentagethe Escrow Agreement. With respect to any amount portion of the Escrow Fund retained following Amount reserved for a given indemnification claim made by any Indemnified Person in accordance with Section 8.4 prior to the expiration of the Escrow Claims Period, such amounts reserved amount shall be released distributed to the Indemnifying Holders based on their respective Pro Rata Claim Percentages within 10 Business Days following Sellers after such claim has been resolved or satisfied in accordance with the resolution or satisfaction terms of such claimthis Agreement, net of any amount of the Escrow Fund amounts therefrom used to satisfy such any Indemnifying HolderPerson’s indemnification obligations with respect to such claim, claim in accordance with this Article ARTICLE VIII, upon the terms and subject to the conditions set forth in the Escrow Agreement. (b) Indemnifiable Damages shall be calculated net of the amount of any actual recoveries under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Indemnifiable Damages incurred by any Indemnified Person, provided, however, that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries.

Period for Claims; Other Limitations. (a) Except as otherwise set forth belowin this Section 9.4, the period (the “Claims Period”) during which claims may be made (the “Claims Period”i) for Indemnifiable Damages against the Indemnifying Holders and arising from or in connection with the matters listed in the first sentence of Section 8.2 shall commence at the Closing and terminate the day after the date that is 18 months following the Closing Date (such period, the “Indemnity Escrow Period”); provided, however, that the Claims Period Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 9.2(a) (other than with respect to any of the Special Claims Representations) shall commence at the Closing and terminate upon at 11:59 p.m. Pacific time on the date that is 12 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, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 90 days following the expiration of the applicable statute of limitations (for the applicable time period specified in this proviso being the “Special Claims Period”)matter that is subject of such claim; provided, further, provided that the Claims Period and survival period for claims for Fraud shall be indefinite. Notwithstanding anything to the contrary contained herein, such portion of the Indemnity Escrow Fund at the Escrow Release Date, less the aggregate amount of any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Officer’s Certificate delivered to the Shareholders’ 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. 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 Claims shall commence at the Closing and continue indefinitely; provided, further, that the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Specified Matter Claims shall commence at the Closing and terminate on the date that is three years from the Closing Date. not be limited. (b) Notwithstanding anything contained herein to the contrary, such portion of the Indemnity Escrow Fund at the conclusion as of the Escrow Period Release Date as in the reasonable judgment of Acquiror Acquirer shall be necessary to satisfy any unresolved or unsatisfied claim for Indemnifiable Damages specified in any Officer’s Certificate delivered to Acquirer and the Indemnifying HoldersShareholders’ Agent on or prior to expiration of the Escrow Period Release Date shall be retained by Acquiror the Escrow Agent until such claim for Indemnifiable Damages has been resolved or satisfied. At On the end of day following the Escrow PeriodRelease Date, (i) the remainder of the Indemnity Escrow Fund, if any, less any amounts remaining in respect of unresolved or unsatisfied claims pursuant to the previous sentence, shall be released and distributed to the Indemnifying Holders Parties promptly (and in any event within 10 five Business Days) in accordance with each such Indemnifying HolderParty’s respective Pro Rata Claim PercentageShare. With respect to any amount of the Escrow Fund amounts retained following the expiration of the Escrow Periodsuch distribution, such amounts shall be released to the Indemnifying Holders Parties based on their respective Pro Rata Claim Percentages Shares within 10 five Business Days following the resolution or satisfaction of all such claimclaims, net of any amount of the Escrow Fund amounts therefrom used to satisfy each such Indemnifying HolderParty’s indemnification obligations with respect to such claimclaims, in accordance with this Article VIII9. (b) Indemnifiable Damages shall be calculated net of the amount of any actual recoveries under any existing insurance policies and contractual indemnification or contribution provisions (in each case, calculated net of any actual collection costs and reserves, expenses, deductibles or premium adjustments or retrospectively rated premiums (as determined in good faith by an Indemnified Person) incurred or paid to procure such recoveries) in respect of any Indemnifiable Damages incurred by any Indemnified Person, provided, however, that no Indemnified Person shall have any obligation to seek to obtain or continue to pursue any such recoveries.