Common use of Period for Claims Clause in Contracts

Period for Claims. Except as set forth below and in the case of Fundamental Claims and IP Claims, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) against the 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 Fundamental Claims shall commence at the Closing and terminate on the date that is 60 days after the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrary, such portion of the Holdback Fund at the 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 Stockholder’s Agent prior to the expiration of the Holdback Period shall remain in the Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Holdback Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification that any Converting Holder or Management Plan Participant may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this ARTICLE 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 below and in the case of Fundamental Claims and IP Claimsthis Section 8.4, the period (the “Claims Period”) during which claims for Indemnifiable Damages may be made (the “Claims Period”i) against the Holdback Escrow 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 Fundamental Claims 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 time on the date 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 day that is 60 30 days after following the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrarycontrary contained herein, such portion of the Holdback Escrow Fund at the conclusion of the Holdback Period Escrow Release Date as in the good faith and reasonable judgment of Acquiror may be is necessary to satisfy any pending but unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholder’s Stockholders’ Agent on or prior to the expiration of the Holdback Period Escrow Release Date in accordance with this Article VIII shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Holdback Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification that any Converting Holder or Management Plan Participant may have in his his, her or her its capacity as an officer, director, employee, employee or agent of the Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company Company, the First Step Surviving Corporation or the Final Surviving Corporation Entity for amounts paid for indemnification under this ARTICLE 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 FraudArticle VIII.

Period for Claims. Except as otherwise set forth below and in the case of Fundamental Claims and IP Claimsthis Section 8.4, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Holdback Escrow 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 Fundamental Claims 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 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 60 30 days after 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 representation 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 six years following the Closing Date and (B) in all other cases, the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrarycontrary contained herein, such portion of the Holdback Escrow Fund at the conclusion of the Holdback Period Escrow Release Date as in the good faith and reasonable judgment of Acquiror Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholder’s Stockholders’ Agent on or prior to the expiration of the Holdback Period Escrow Release Date shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Holdback Escrow Fund to indemnify the Indemnified Persons will be determined without regard to any right to indemnification that any Converting Holder or Management Plan Participant may have in his his, her or her its capacity as an officer, director, employee, employee or agent of the Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this ARTICLE 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 FraudArticle VIII.

Period for Claims. Except as otherwise set forth below and in the case of Fundamental Claims and IP Claimsthis Section ‎9.4, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) against the 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 during which claims may be made (the “Holdback Period”). The Claims Period i) for Indemnifiable Damages arising out of, resulting from or in connection with Fundamental the matters listed in clause ‎(i) of Section ‎9.1(a) (other than with respect to Special Claims (other than with respect to Company IP Special Representations) shall commence at the Closing and terminate on the date which is eighteen (18) months following the Closing Date, (ii) for Indemnifiable Damages arising out of, resulting from or in connection with the Company IP Special Representations shall commence at the Closing and terminate on the date which is forty-eight (48) months following the Closing Date, and (iii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters under Section 9.1, including, Special Claims (but other than with respect to Company IP Special Representations), shall commence at the Closing and terminate at 11:59 p.m. Eastern Standard Time on the date that is 60 days after the following expiration of the applicable statute of limitationslimitations period (the “Maximum Liability Period”). Notwithstanding anything contained herein to the contrarycontrary contained herein, such portion of the Holdback Fund at the conclusion of the Holdback Period as in the good faith and reasonable judgment of Acquiror may be Escrow Account necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholder’s Shareholders’ Agent on or prior to the expiration of the Holdback Period an Escrow Release Date shall remain in the Holdback Fund Escrow Account until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of Notwithstanding anything to the Holdback Fund to indemnify contrary contained herein, the Indemnified Persons will 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 determined without regard to any limited. In addition, no right to indemnification pursuant to ‎Article IX in respect of any claim that is set forth in a Claim Certificate delivered by Acquirer to the Shareholders’ Agent on or prior to the applicable survival period for such claim shall be affected by the expiration of such representations and warranties; provided, further, that such expiration shall not affect the rights of any Converting Holder Indemnified Person under ‎Article IX or Management Plan Participant may have otherwise to seek recovery of Indemnifiable Damages arising out of, resulting from or in his connection with any fraud, intentional misrepresentation or her capacity as an officer, director, employee, willful misconduct by or agent on behalf of the Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this ARTICLE 8Company Securityholders. The time limitations specified in this Section 8.4 shall not apply representations and warranties made by the Acquirer contained herein and in the event other certificates contemplated by this Agreement shall survive the Closing and remain in full force and effect until the the lapse of claim against a Person for such Person’s Fraud18 months following of the Closing Date. All covenants, agreements and obligations of the parties hereto shall survive until the expiry of the Maximum Liability Period.

Period for Claims. Except as otherwise set forth below in this Section 8.4 and in the case of Fundamental Claims and IP Claimsclaims 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”) against the Holdback Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in the first sentence clauses “(i)” and “(ii)” and “(iii)” (as to non-intentional breaches or defaults) of Section 8.2 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 time on the date that is 60 days after the date that is 24 months after the Effective Time (the “Holdback Period”)Escrow Release Date. The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Fundamental Claims the other matters listed in Section 8.2(a), consisting of claims alleging (i) intentional fraud by or on behalf of the Company under this Agreement, and (ii) any failure of any of the Company Special Representations to be true and correct, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 60 30 days after following the expiration of the applicable statute of limitations. 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 Parent Special Representations 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 the expiration of the applicable statute of limitations. Notwithstanding anything contained herein to the contrarycontrary contained herein, such portion of the Holdback Escrow Fund at on the conclusion of the Holdback Period Escrow Release Date as in the good faith and reasonable judgment of Acquiror Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholder’s Agent prior to the expiration of the Holdback Period Unresolved Claims shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfiedsatisfied in accordance with Section 8.1(b). The availability of the Holdback Escrow Fund to indemnify indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to any right to indemnification that any Converting Holder or Management Plan Participant may have in his or her capacity as an officer, director, employee, employee or agent of the Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company Company, the First Step Surviving Corporation or the Final Surviving Corporation for amounts paid for indemnification indemnification, compensation or reimbursement under this ARTICLE 8. The time limitations specified Article 8 in this Section 8.4 shall not apply in the event of claim against a Person for such Person’s Fraudcapacity as a Converting Holder.

Period for Claims. Except as set forth below and in the case of Fundamental Claims and IP Claimsbelow, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) against the 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 18 months following the date that is 24 months after the Effective Time Closing Date (the “Holdback Escrow Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with Fundamental Claims (a) fraud, (b) any failure of any of the representations and warranties contained in Section 2.4 (Capital Structure), Section 2.13 (Environmental Matters) and Section 2.14 (Taxes) to be true and correct, or (c) 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 and terminate on upon the date that is 60 days after *** 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 limitationslimitations (the applicable time period specified in this proviso being the “Subsequent Claim Period”). Notwithstanding anything contained herein to the contrary, such portion of the Holdback Escrow Fund at the conclusion of the Holdback Escrow Period as in the good faith and reasonable judgment of Acquiror may be necessary that is subject 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 Stockholder’s Sellers’ Agent prior to the expiration of the Holdback Escrow Period shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability remainder of the Holdback Fund Escrow Fund, if any, shall be paid to indemnify the Indemnified Persons will be determined without regard to Sellers promptly (and in any right to indemnification that any Converting Holder or Management Plan Participant may have in his or her capacity as an officer, director, employee, or agent event within 10 Business Days) after the expiration of the Company and no Escrow Period in accordance with each such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this ARTICLE 8. The time limitations specified in this Section 8.4 shall not apply in the event of claim against a Person for such PersonSeller’s FraudPro Rata Share.

Period for Claims. Except as otherwise set forth below and in the case of Fundamental Claims and IP Claimsthis Section 8.4, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made (i) against the Holdback Escrow 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 (A) the matters listed in clauses (i), (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. 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 Fundamental Claims shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 60 days after the expiration of the applicable statute of limitationslimitations for such matter. Notwithstanding anything contained herein to the contrarycontrary contained herein, such portion of the Holdback Escrow Fund at the conclusion of the Holdback Period First Escrow Release Date or Second Escrow Release Date as in the good faith and reasonable judgment of Acquiror Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Stockholder’s Stockholders’ Agent on or prior to the expiration of the Holdback Period First Escrow Release Date or Second Escrow Release Date shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability 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 conduct shall not be limited. For the avoidance of doubt, it is the intention of the Holdback Fund to indemnify parties hereto that the Indemnified Persons will be determined without regard to foregoing respective survival periods supersede any right to indemnification applicable statute of limitations that any Converting Holder or Management Plan Participant may have in his or her capacity as an officer, director, employee, or agent of the Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company or the Surviving Corporation for amounts paid for indemnification under this ARTICLE 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 Fraudwould otherwise apply.