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 Indemnification Holdback 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. local time on the Holdback Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with Special Claims shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is six years and three months following the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Indemnification Holdback Fund at the Holdback 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 Stockholders’ Agent on or prior to the Holdback Release Date shall remain in the Indemnification Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims may be made (ia) against the Indemnification Holdback 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. local time on the Holdback Escrow Release Date and (iib) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims Claims, shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is six years and three months 30 days following the Closing Dateexpiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Indemnification Holdback Escrow Fund at the Holdback Escrow Release Date as in the reasonable judgment of Acquirer may is anticipated to be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the StockholdersConverting Holders’ Agent on or prior to the Holdback Escrow Release Date shall remain in the Indemnification Holdback Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

Period for Claims. Except as otherwise set forth in this Section 8.4, the The period (the each, as applicable, a “Claims Period”) during which claims may be made (i) against the Indemnification Holdback Fund for Indemnifiable Damages relating to or arising out of, resulting from or in connection with of the matters listed in clauses (iSection 8.3(a)(i) and (ii) of Section 8.2(a8.3(a)(ii) (other than with respect claims relating to any or arising out of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. local time Pacific Time on the Holdback Escrow Release Date and (ii) for Indemnifiable Damages relating to or arising out ofof all other matters, resulting from or in connection with Special Claims including Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. local time Pacific Time on the date that is six seven years and three months following the Closing DateDate (subject to the resolution of any claims pending at such time). Notwithstanding anything to the contrary contained herein, such portion of the Indemnification Holdback Indemnity Escrow Fund at the Holdback 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 Stockholders’ Agent on or prior to the Holdback Escrow Release Date shall remain in the Indemnification Holdback Indemnity Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied.

Period for Claims. Except as otherwise set forth in this Section 8.4, the The period (the each, as applicable, a “Claims Period”) during which claims may be made (i) against the Indemnification Holdback Fund for Indemnifiable Damages relating to or arising out of, resulting from or in connection with of the matters listed in clauses (i) and (ii) of Section 8.2(a5.2(a) (other than in the case of Company Fraud or with respect to any of the Special Fundamental Representations) shall commence at the Closing and terminate at 11:59 p.m. local time Pacific Time on the Holdback Release Date and (ii) for Indemnifiable Damages relating to or arising out ofof all other matters, resulting from or in connection with including Special Claims Claims, shall commence at the Closing and terminate at 11:59 p.m. local time Pacific Time on the date that is six years (A) in the case of claims for Indemnifiable Damages relating to or arising out of (I) the failure of any of the representations and three months warranties made by the Company in Section 2.12 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, in each case, 60 days following the Closing Dateexpiration of the applicable statute of limitations and (B) in all other cases, 60 days following the expiration of the applicable subject matter statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Indemnification Holdback Fund at the Holdback 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 Stockholders’ Agent on or prior to the Holdback Release Date shall remain in the Indemnification Holdback Fund until such claims for Indemnifiable Damages have been resolved or satisfied.