Common use of Period for Claims Clause in Contracts

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) against the Escrow 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 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 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 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is the expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing and (B) in all other cases, the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate and necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Shareholders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent of the Company and no such Company Securityholder will be entitled to any indemnification, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IX.

Period for Claims. Except as otherwise set forth in this Section 9.4the 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”) during which claims may be made (i) against the Escrow 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 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 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 Time on the date that is 30 days 18 months following the Closing Date (A) in the case of claims “Holdback Period”). The Claims Period for Parent Indemnifiable Damages arising out of, resulting from or in connection with (Ii) fraud, willful breach or intentional misrepresentation by the failure of any Company, (ii) inaccuracies in the Final Conversion Schedule, or (iii) breaches of the representations Parent Core Representations and warranties made by Warranties shall commence at the Company in Section 2.10 Closing and terminate thirty (Taxes30) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is days following the expiration of the applicable statute of limitations (in both France limitations, and the United KingdomClaims Period for Company Stockholder Indemnifiable Damages arising out of, resulting from or in connection with (y) following 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 (B30) in all other cases, days following the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Fund Holdback Shares at the Escrow Release Date subject to an outstanding Claim Certificate and 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 Claim Officer’s Certificate (as defined in Section 9.07) delivered to the ShareholdersStockholders’ Agent on or Representative prior to expiration of the Escrow Release Date Holdback Period shall remain in the Escrow Fund Holdback Shares until such claims for Parent Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Escrow Fund Holdback Shares, if any, shall be delivered to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard Company Stockholders eligible to receive Parent Shares in the Merger promptly (and in any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent event within ten business days) after the expiration of the Holdback Period. In such event, each Company and no such Company Securityholder Stockholder eligible to receive Parent Shares in the Merger will be entitled to any indemnification, compensation or reimbursement from receive such Company Stockholder’s pro rata share of the Company for amounts paid for indemnification, compensation or reimbursement under this Article IXassets in the Holdback Shares being distributed in accordance with Section 2.02(c) hereof.

Period for Claims. Except as otherwise set forth below and in this the case of Fundamental Claims and any claims relating to a failure of the representations and warranties contained in Section 9.42.11 (Taxes) to be true and correct, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Escrow Holdback Fund for Indemnifiable Damages 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 date that is 18 months after the Effective Time (the “Holdback Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) Fundamental Claims and (ii) of Section 9.2(a) (other than with respect any claims relating to any 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 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 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the a failure of any of the representations and warranties made by the Company contained in Section 2.10 2.11 (Taxes) to be true and correct as aforesaid or (II) Pre-shall commence at the Closing Taxes, and terminate on the date that is the expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing and (B) in all other cases, 90 days after the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Holdback Fund at the Escrow Release Date subject to an outstanding Claim Certificate conclusion of the Holdback Period as in the good faith and reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the ShareholdersStockholders’ Agent on or prior to the Escrow Release Date expiration of the Holdback Period shall remain in the Escrow Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Holdback Fund to indemnify, compensate or reimburse indemnify the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement indemnification that any Company Securityholder Stockholder and Parent Member may have in his, his or her or its capacity as an officer, employee director, employee, or agent of the Company and no such Company Securityholder Stockholder and Parent Member will be entitled to any indemnification, compensation indemnification from Company or reimbursement from the Company Surviving Entity for amounts paid for indemnification, compensation or reimbursement indemnification under this Article IXARTICLE 8. It is the express intent of the parties that, if an applicable survival period as contemplated by this Section 8.4 is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 8.4 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

Period for Claims. Except as otherwise set forth in this Section 9.48.4, the period (the “Claims Period”) during which claims may be made (i) against the Escrow 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(a8.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release 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 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations representation and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (IIii) Pre-Closing Taxes, the date that is the expiration of the applicable statute of limitations (in both France and the United Kingdom) six years following the Closing Date and (B) in all other cases, the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate and 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 ShareholdersStockholders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify, compensate or reimburse indemnify the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement indemnification that any Company Securityholder Converting Holder may have in his, her or its capacity as an officer, director, employee or agent of the Company and no such Company Securityholder Converting Holder will be entitled to any indemnification, compensation or reimbursement indemnification from the Company or the Surviving Corporation for amounts paid for indemnification, compensation or reimbursement indemnification under this Article IXVIII.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with (i) the matters listed in clauses (ia) and (b) of the first sentence of Section 5.2, (ii) any breach of Section 9.2(a2.10 (Intellectual Property) or (iii) any Excluded Liabilities (other than with respect any Indemnifiable Damages relating to any of Taxes, which are subject to the Special Representationsimmediately following sentence) shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the day after the Escrow Release Date and (ii) Date. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with all other mattersclaims, including Fundamental Claims(i) fraud, willful breach or intentional misrepresentation and (ii) any failure of any of the Special Representations (other than Section 2.10 (Intellectual Property)) to be true and correct, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is upon the expiration of the applicable statute of limitations ninety (in both France and the United Kingdom90) days following the Closing and (B) in all other cases, the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary contained hereincontrary, Acquiror may withhold such portion of the Escrow Fund Shares at the expiration of the Escrow Release Date subject to an outstanding Claim Certificate and Period as in the reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate (as defined in Section 5.5) or Post-Closing Costs Claim Certificate delivered to the Shareholders’ Agent on or Parent prior to expiration of the Escrow Release Date shall remain in the Escrow Fund Period until such claims for Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Escrow Fund Shares, if any, shall be delivered to indemnify, compensate or reimburse Parent promptly (and in any event within five (5) Business Days) after the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent expiration of the Company and no such Company Securityholder will be entitled to any indemnification, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IXEscrow Period.

Period for Claims. Except as otherwise set forth in this Section 9.48.4, the period (the “Claims Period”) during which claims may be made (i) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in claimed under clauses (i) and (ii) of Section 9.2(a8.2(a) (other than with respect to any of the Special RepresentationsFundamental Representations and the representations in Sections 2.10 (Intellectual Property) and 2.11 (Taxes)) shall commence at the Closing and terminate at 11:59 p.m. Pacific time Time on the Escrow Holdback Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Fundamental Special Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific time Time on the date that is 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure inaccuracy in or breach of any of the representations and warranties made by the Company in Section 2.10 2.11 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is in each case, 30 days following the expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing limitations, and (B) in all other cases, 30 days following the expiration of the longest applicable statute of limitations; provided that the Claims Period for any inaccuracy in or breach of the representations and warranties set forth in Section 2.10 (Intellectual Property) shall commence at the Closing and terminate upon the date that is 30 days after the date that is 24 months following the Closing Date. Notwithstanding anything to the contrary contained herein, (i) such portion of the Escrow shares in the Holdback Shares Fund at as in the Escrow Release Date subject to an outstanding Claim Certificate and 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 ShareholdersHolders’ Agent on or prior to the Escrow Holdback Release Date shall remain in the Escrow Holdback Shares Fund until and released as each such claim for Indemnifiable Damages is resolved or satisfied and (ii) the Claims Period for claims for Indemnifiable Damages have been resolved arising out of, resulting from or satisfied. The availability of the Escrow Fund to indemnify, compensate in connection with fraud or reimburse the Indemnified Persons will intentional misrepresentation shall not be determined without regard to any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent of the Company and no such Company Securityholder will be entitled to any indemnification, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IXlimited.

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) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with (a) the matters listed in clauses (i) and (ii) of Section 9.2(a) (other than with respect to any of the Special Representations, IP Representations and any claims arising out of or related to the Special Indemnity) shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release Date, (b) IP Representations shall commence at the Closing and terminate at 11:59 p.m. Pacific time on date that is sixty (60) days following second (2nd) anniversary the Closing Date and (iic) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Fundamental ClaimsClaims and claims for Special Indemnities, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 30 sixty (60) days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is the expiration of the applicable statute of limitations (or in both France and case of Taxes payable by the United Kingdom) following Subsidiary six months after the Closing and (B) in all other cases, the expiration date of the applicable statute final, non-appealable assessment concerning the respective Tax of limitationsSubsidiary. Notwithstanding anything to the contrary contained herein, such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate as in the reasonable and good faith judgment of Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Shareholders’ Agent Sellers on or prior to the Escrow Release Date shall remain in the Escrow Fund (and to the extent the Escrow Fund may be insufficient to satisfy such claims and subject to the limitations set forth in this Article IX, such portion of any pending Additional Consideration payment shall be deferred) until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to any right to indemnification, compensation compensation, reimbursement, contribution or reimbursement right of advancement that any Company Securityholder the Sellers may have in his, her or its his capacity as an officera manager, employee or agent of the Company and no such Company Securityholder the Sellers will not be entitled to any indemnification, compensation compensation, reimbursement contribution or reimbursement right of advancement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IX.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Escrow 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 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 arising out of, resulting from or in connection with all other matters, including Fundamental Claimsof the matters listed in the first sentence of Section 9.2, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the day after the date that is 30 days eighteen (18) months following the Closing Date (A) in the case of claims “General Claims Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with (Ix) the any failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) Tax Representation to be true and correct as aforesaid correct, or (IIy) Pre-any of the matters listed in clause (iii) of the first sentence of Section 9.2 only as far as they relate to Tax matters, shall commence at the Closing Taxes, the date that is and terminate upon the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for such claim. The Claims Period for Indemnifiable Damages arising out of, resulting from or in both France connection with (a) any failure of the IP Representation or the Regulatory Representation to be true and correct, or (b) any of the United Kingdommatters listed in clause (iii) of the first sentence of Section 9.2 only as far as they do not relate to Tax matters, shall commence at the Closing and terminate upon the day after the date that is twenty-four (24) months following the Closing Date. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company, Parent or the Company Shareholder, and (Bii) in all other casesany failure of any of the Special Representations to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. Notwithstanding anything limitations (giving effect to the contrary contained hereinany waiver, mitigation or extension thereof) for such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate and necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Shareholders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfiedclaim. The availability indemnification obligations of the Escrow Fund to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to any right to indemnification, compensation indemnification that the Parent or reimbursement that any the Company Securityholder Shareholder may have in his, her or its capacity as an officer, employee or agent of the Company and no such the Parent and the Company Securityholder Shareholder will not be entitled to any indemnification, compensation or reimbursement indemnification from the Company for amounts paid for indemnification, compensation or reimbursement indemnification under this Article IXARTICLE 9.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Escrow 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 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 arising out of, resulting from or in connection with all other matters, including Fundamental Claimsof the matters listed in the first sentence of Section 9.2, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the day after the date that is 30 days eighteen (18) months following the Closing Date (A) in the case of claims “General Claims Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with (Ix) the any failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) Tax Representation to be true and correct as aforesaid correct, or (IIy) Pre-any of the matters listed in clauses (iii) and (v) of the first sentence of Section 9.2, shall commence at the Closing Taxes, the date that is and terminate upon the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) for such claim. The Claims Period for Indemnifiable Damages arising out of, resulting from or in both France connection with any failure of the IP Representation or the Regulatory Representation to be true and correct, shall commence at the United KingdomClosing and terminate upon the day after the date that is twenty-four (24) months following the Closing Date. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with (i) fraud, willful breach or intentional misrepresentation by the Company or the Company Shareholder, and (Bii) in all other casesany failure of any of the Special Representations to be true and correct, shall commence at the Closing and terminate upon the expiration of the applicable statute of limitations. Notwithstanding anything limitations (giving effect to the contrary contained hereinany waiver, mitigation or extension thereof) for such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate and necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Shareholders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfiedclaim. The availability indemnification obligations of the Escrow Fund to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement indemnification that any the Company Securityholder Shareholder may have in his, her or its capacity as an officer, employee or agent of the Company and no such the Company Securityholder Shareholder will not be entitled to any indemnification, compensation or reimbursement indemnification from the Company for amounts paid for indemnification, compensation or reimbursement indemnification under this Article IXARTICLE 9.

Period for Claims. Except as otherwise set forth below and in this Section 9.4the case of Fundamental Claims and IP Claims, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Escrow Holdback Fund for Indemnifiable Damages 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 date that is 60 days after the date that is 24 months after the Effective Time (the “Holdback Period”). The Claims Period 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 Representations) Fundamental Claims shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release 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 30 60 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is the expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing and (B) in all other cases, after the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Holdback Fund at the Escrow Release Date subject to an outstanding Claim Certificate conclusion of the Holdback Period as in the good faith and reasonable judgment of Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Shareholders’ Stockholder’s Agent on or prior to the Escrow Release Date expiration of the Holdback Period shall remain in the Escrow Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Holdback Fund to indemnify, compensate or reimburse indemnify the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement indemnification that any Company Securityholder Converting Holder or Management Plan Participant may have in his, his or her or its capacity as an officer, employee director, employee, or agent of the Company and no such Company Securityholder Converting Holder or Management Plan Participant will be entitled to any indemnification, compensation or reimbursement indemnification from the Company or the Surviving Corporation for amounts paid for indemnification, compensation or reimbursement indemnification under this Article IXARTICLE 8. The time limitations specified in this Section 8.4 shall not apply in the event of claim against a Person for such Person’s Fraud.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period (the “Claims Period”) during which claims for Indemnifiable Damages may be made (i) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of the first sentence of Section 9.2(a) (other than with respect to any of the Special Representations8(b) shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release day after the date that is 18 months following the Closing Date and (ii) the "Claims Period"); provided, however, the period during which claims for Indemnifiable Damages may be made for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Fundamental Claimsthe matters listed in clauses (iii) to (viii) of the first sentence of Section 8(b)("Other Matters"), shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is upon the expiration of the applicable statute of limitations (the "Subsequent Claims Period"). So long as there are not claims then pending in both France and excess of the United Kingdom) then remaining Escrow Fund, the sum of $250,000 shall be released from the Escrow Fund to Seller each calendar quarter commencing three months following the Closing and (B) in all other cases, the expiration of the applicable statute of limitationsClosing. Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate and conclusion of the Claims Period as in the reasonable judgment of Buyer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Officer's Certificate delivered to the Shareholders’ Agent on or Seller prior to expiration of the Escrow Release Date Claims Period ("Unresolved Claims") shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Escrow Fund Fund, if any, shall be paid to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to Seller promptly (and in any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent event within 10 Business Days) after the expiration of the Company Claims Period; provided, further, any amounts remaining in the Escrow Fund, if any, after the resolution of the Unresolved Claims, shall be paid to the Seller promptly (and no in any event within 10 Business Days) after the resolution of such Company Securityholder will be entitled to any indemnification, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IXUnresolved Claims.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period during which claims may be made (the “Claims Period”) during which claims may be made for Indemnifiable Damages arising from or in connection with the Indemnifiable Matters shall commence at the Closing and terminate at 11:59 p.m. Pacific Time on the day that is 18 months following the Closing Date (i) against the “Escrow Fund Period”); provided, however, that the Claims Period 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 Representations) Matters shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release 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 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is upon the expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing and (B) in all other casessuch time period, the expiration of the applicable statute of limitations“Special Claims Period”). Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Fund at the conclusion of the Escrow Release Date subject to an outstanding Claim Certificate and necessary to satisfy Period as set forth in any unresolved or unsatisfied claims claim for Indemnifiable Damages specified in any Claim Certificate Officer’s Certificate, which was properly delivered to the ShareholdersEffective Time Holders’ Agent on or prior to expiration of the Escrow Release Date Period pursuant to the terms of this Agreement, shall remain in be retained by the Escrow Fund Agent until such claims claim for Indemnifiable Damages have has been resolved or satisfied. The availability At the end of the Escrow Fund Period, the remainder of the Escrow Fund, less any amounts remaining in respect of unresolved or unsatisfied claims pursuant to indemnifythe previous sentence, compensate or reimburse shall be released and distributed to the Indemnified Persons will be determined without regard Effective Time Holders promptly (and in any event within two (2) Business Days) in accordance with each such Effective Time Holder’s respective Pro Rata Percentage. With respect to any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent amounts retained following the expiration of the Company and no Escrow Period, such Company Securityholder will amounts shall be entitled released to the Effective Time Holders based on their respective Pro Rata Percentages within two (2) Business Days following the resolution or satisfaction of such claim, net any indemnificationamounts therefrom used to satisfy such Effective Time Holder’s indemnification obligations with respect to such claim, compensation or reimbursement from in accordance with this ARTICLE VIII. It is the Company express intent of the parties that, if the applicable survival period for amounts paid an item as contemplated by this Section 8.3 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 8.3 for indemnification, compensation or reimbursement the assertion of claims under this Article IXAgreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period during which claims may be made (the “Claims Period”) during which claims may be made for Indemnifiable Damages arising from or in connection with the Indemnifiable Matters shall commence at the Closing and terminate the day after the date that is 18 months following the Closing Date (ithe “Escrow Period”); provided, however, that (a) against the Escrow Fund Claims Period 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 failure of the Special Representations) Fundamental Representations to be true and correct or any inaccuracy in the Spreadsheet shall commence at the Closing and terminate at 11:59 p.m. Pacific time on upon the Escrow Release Date expiration of the applicable statute of limitations and (iib) the Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with all other mattersany breach of any Post-Closing Covenant shall be the later of (I) the first anniversary of the specified date for performance of the applicable covenant or agreement, including Fundamental Claimsif any, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on or (II) the date that is 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is the expiration of the applicable statute of limitations (in both France and the United Kingdom) 18 months following the Closing and Date (B) in all other cases, the expiration of the applicable statute of limitationstime period specified in this proviso being the “Special Claims Period”). Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Fund at the conclusion of the Escrow Release Date subject to an outstanding Claim Certificate and Period as in the reasonable judgment of Acquiror shall be necessary to satisfy any unresolved or unsatisfied claims claim for Indemnifiable Damages specified in any Claim Officer’s Certificate delivered to the ShareholdersEffective Time Holders’ Agent on or prior to expiration of the Escrow Release Date Period shall remain in the Escrow Fund until such claims claim for Indemnifiable Damages have has been resolved or satisfied. The availability At the end of the Escrow Fund Period, the remainder of the Escrow Fund, less any amounts remaining in respect of unresolved or unsatisfied claims pursuant to indemnifythe previous sentence, compensate or reimburse shall be released and distributed to the Indemnified Persons will be determined without regard Effective Time Holders promptly (and in any event within ten (10) Business Days) in accordance with each such Effective Time Holder’s respective Pro Rata Percentage. With respect to any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent amounts retained following the expiration of the Company and no Escrow Period, such Company Securityholder will amounts shall be entitled released to the Effective Time Holders based on their respective Pro Rata Percentages within ten (10) Business Days following the resolution or satisfaction of such claim, net any indemnificationamounts therefrom used to satisfy such Effective Time Holder’s indemnification obligations with respect to such claim, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under in accordance with this Article IXVIII.

Period for Claims. Except as otherwise set forth in this Section 9.4below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Escrow 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 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 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 30 days 18 months following the Closing Date (A) in the case of claims “Escrow Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with (Ia) the fraud, (b) any failure of any of the representations and warranties made by the Company contained in Section 2.10 2.4 (Capital Structure), Section 2.13 (Environmental Matters) and Section 2.14 (Taxes) to be true and correct as aforesaid correct, or (IIc) Pre-the failure of a Company Securityholder to hold valid title to shares of Company Capital Stock purported to be held by such Company Securityholder in the Spreadsheet, shall commence at the Closing Taxes, and terminate upon the date that is *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing and (B) in all other cases, the expiration of the applicable statute of limitationstime period specified in this proviso being the “Subsequent Claim Period”). Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Escrow Fund at the conclusion of the Escrow Release Date Period that is subject to an outstanding Claim Certificate and necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages as specified in any Claim Officer’s Certificate (as defined in Section 8.5) delivered to the ShareholdersSellers’ Agent on or prior to expiration of the Escrow Release Date Period shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Escrow Fund Fund, if any, shall be paid to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to Sellers promptly (and in any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent event within 10 Business Days) after the expiration of the Company and no Escrow Period in accordance with each such Company Securityholder will be entitled to any indemnification, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IXSeller’s Pro Rata Share.