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

Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims may be made (i) for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 8.2(a) (other than with respect to any of the Special Representations) or clauses (i) and (ii) of Section 8.2(c) (other than with respect to any of the Acquirer Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time local time on the Holdback Escrow Release Date and Date, (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special ClaimsClaims but excluding the matters listed in clause (viii) of Section 8.2(a), shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time local time on the date that is 30 days following the expiration of the applicable statute of limitations; provided that limitations applicable thereto, and (iii) for Indemnifiable Damages arising out of, resulting from or in connection with the Claims Period for any failure matters listed in clause (viii) of any of the representations and warranties set forth in Section 2.10 (Intellectual Property8.2(a) to be true and correct shall commence at the Closing and terminate upon at 11:59 p.m. local time on the date that is 24 months seven years and one month following the Closing Date. Notwithstanding anything to the contrary contained herein, : (A) such portion of the Holdback 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 HoldersMembers’ Agent on or prior to the Holdback Escrow Release Date shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Notwithstanding anything to the contrary contained herein, ; and (B) the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with fraud, intentional misrepresentation or willful misconduct (in the making of any of the representations and warranties contained in this Agreement or in any Investor Representation Letter or otherwise in connection with the Transactions) shall not be limited.

Period for Claims. Except as otherwise set forth in this Section 8.4below, the period during which claims for Indemnifiable Damages may be made (the “Claims Period”) during which claims may be made shall commence at the Closing and terminate on the date that is 18 months following the Closing Date (i) the “Escrow Period”). The Claims Period for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (ia) and fraud, (iib) of Section 8.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the Holdback Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is 30 days following the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the representations and warranties set forth contained in Section 2.10 2.4 (Intellectual PropertyCapital Structure), Section 2.13 (Environmental Matters) and Section 2.14 (Taxes) to be true and correct 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 upon the date that is 24 months following *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Closing DateCommission. expiration of the applicable statute of limitations (the applicable time period specified in this proviso being the “Subsequent Claim Period”). Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Holdback Escrow Fund as in at the reasonable judgment conclusion of Acquirer may be necessary the Escrow Period 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 HoldersSellers’ Agent on or prior to expiration of the Holdback Release Date Escrow Period shall remain in the Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Notwithstanding anything The remainder of the Escrow Fund, if any, shall be paid to the contrary contained herein, Sellers promptly (and in any event within 10 Business Days) after the Claims expiration of the Escrow Period for claims for Indemnifiable Damages arising out of, resulting from or in connection accordance with fraud, intentional misrepresentation or willful misconduct shall not be limitedeach such Seller’s Pro Rata Share.

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 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. Pacific Standard Time time on the Holdback Escrow Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard 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 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; provided that the Claims Period for any failure of any of the representations and warranties set forth in Section 2.10 (Intellectual Property) to be true and correct shall commence at the Closing and terminate upon the date that is 24 months following the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Holdback 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 HoldersStockholders’ Agent on or prior to the Holdback Escrow Release Date shall remain in the Holdback 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 Claims Period Company and no such Converting Holder will be entitled to any indemnification from the Company or the Surviving Corporation 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 below and in this Section 8.4the 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 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 (i) 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 8.2(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 Standard Time on the Holdback Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is 30 60 days following after the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the representations and warranties set forth in Section 2.10 (Intellectual Property) to be true and correct shall commence at the Closing and terminate upon the date that is 24 months following the Closing Date. Notwithstanding anything contained herein to the contrary contained hereincontrary, such portion of the Holdback Fund at the conclusion of the Holdback Period as in the good faith and reasonable judgment of Acquirer Acquiror may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Holders’ Stockholder’s Agent on or prior to the expiration of the Holdback Release Date Period shall remain in the Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Notwithstanding anything The availability of the Holdback Fund to indemnify the contrary contained hereinIndemnified 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 Claims Period Company and no such Converting Holder or Management Plan Participant will be entitled to any indemnification from the Company or the Surviving Corporation for claims amounts paid for Indemnifiable Damages arising out of, resulting from or indemnification under this ARTICLE 8. The time limitations specified in connection with fraud, intentional misrepresentation or willful misconduct this Section 8.4 shall not be limitedapply in the event of claim against a Person for such Person’s Fraud.

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 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. Pacific Standard Time time on the Holdback Escrow Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time time on the date day that is 30 days following the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the representations and warranties set forth in Section 2.10 (Intellectual Property) to be true and correct shall commence at the Closing and terminate upon the date that is 24 months following the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Holdback 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 HoldersStockholders’ Agent on or prior to the Holdback 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. 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.