Common use of Period for Claims Clause in Contracts

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) against the Indemnity Escrow Fund 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. California time on the Escrow Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims (other than with respect to any of the IP Representations), shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is 90 days following the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the IP Representations to be true and correct shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is 90 days following the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Indemnity Escrow Fund at the Escrow Release Date 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 Securityholders’ 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, intentional misrepresentation or willful misconduct shall not be limited.

Period for Claims. Except as otherwise set forth in this Section 8.48.4 and in the case of claims alleging intentional fraud by or on behalf of the Company under this Agreement, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Indemnity Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses “(i) )” and “(ii)” and “(iii)” (as to non-intentional breaches or defaults) 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. California Pacific time on the Escrow Release Date and (ii) Date. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with all the other mattersmatters listed in Section 8.2(a), including Special Claims consisting of claims alleging (other than with respect to i) intentional fraud by or on behalf of the Company under this Agreement, and (ii) any failure of any of the IP Representations)Company Special Representations to be true and correct, shall commence at the Closing and terminate at 11:59 p.m. California Pacific time on the date that is 90 30 days following the expiration of the applicable statute of limitations; provided that the . The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in Section 8.2(b), consisting of claims alleging (i) intentional fraud by or on behalf of Parent, Acquirer or Merger Sub under this Agreement, and (ii) any failure of any of the IP Parent Special Representations to be true and correct correct, shall commence at the Closing and terminate at 11:59 p.m. California Pacific time on the date that is 90 30 days following the third anniversary expiration of the Closing Dateapplicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Indemnity Escrow Fund at on the Escrow Release Date 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 Securityholders’ Agent on or prior to the Escrow Release Date Unresolved Claims shall remain in the Indemnity Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfiedsatisfied in accordance with Section 8.1(b). Notwithstanding anything The availability of the Escrow Fund to indemnify, compensate or reimburse the contrary contained hereinIndemnified Persons will be determined without regard to any right to indemnification that any Converting Holder may have in his or her capacity as an officer, director, employee or agent of the Company and no such Converting Holder will be entitled to any indemnification from the Company, the Claims Period First Step Surviving Corporation or the Final Surviving Corporation for claims amounts paid for Indemnifiable Damages arising out ofindemnification, resulting from compensation or reimbursement under this Article 8 in connection with fraud, intentional misrepresentation or willful misconduct shall not be limitedsuch Person’s capacity as a Converting Holder.

Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims for Indemnifiable Damages may be made (i) against the Indemnity Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and 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. California 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 Special Claims (other than with respect to any of the IP Representations)Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. California Pacific time on the date day that is 90 30 days following the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the IP Representations to be true and correct shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is 90 days following the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Indemnity Escrow Fund at the Escrow Release Date as in the reasonable judgment of Acquirer may be is necessary to satisfy any pending but unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the SecurityholdersStockholders’ Agent on or prior to the Escrow Release Date in accordance with this Article VIII shall remain in the Indemnity Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Notwithstanding anything The availability of the Escrow Fund to indemnify the contrary contained hereinIndemnified Persons will be determined without regard to any right to indemnification that any Converting Holder may have in his, her or its capacity as an officer, director, employee or agent of the Company and no such Converting Holder will be entitled to any indemnification from the Company, the Claims Period First Step Surviving Corporation or the Final Surviving Entity for claims amounts paid for Indemnifiable Damages arising out of, resulting from or in connection with fraud, intentional misrepresentation or willful misconduct shall not be limitedindemnification under this Article VIII.

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) against the Indemnity Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with (A) the matters listed in clauses (i) and ), (ii), (iii), (vi), (vii) or (ix) of Section 8.2(a) (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. California 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 First Escrow Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Fundamental Claims (other than with respect to any of the IP Representations), shall commence at the Closing and terminate at 11:59 p.m. California local time on the date that is 90 days following the expiration of the applicable statute of limitations; provided that the Claims Period limitations for any failure of any of the IP Representations to be true and correct shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is 90 days following the third anniversary of the Closing Datesuch matter. Notwithstanding anything to the contrary contained herein, such portion of the Indemnity Escrow Fund at the First Escrow Release Date or Second Escrow Release Date 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 SecurityholdersStockholders’ Agent on or prior to the First Escrow Release Date or Second 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, intentional misrepresentation or willful misconduct 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.