Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo and the Subsidiary), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Closing Date.
Period for Making Claims. A claim for indemnification by Seller under this Section 10 may be brought, if at all, at any time after the Closing Date, with respect to any claim or claims for indemnification under this Section 10, provided, however, that any claim under Section 10.4(a) with respect to the inaccuracy or untruth of any representation or warranty must be brought, if at all, prior to the time such representation or warranty expires pursuant to Section 10.1.
Period for Making Claims. No claim under this Agreement for breach of any representation, warranty, covenant or agreement may be made by a Party unless such Party shall have delivered a written notice of claim prior to the date that is fifteen (15) months after the Closing Date; provided, however, that a claim for any breach of (a) any representation or warranty contained in this Agreement involving fraud or fraudulent misrepresentation shall survive the Closing indefinitely and (b) any Fundamental Representation shall survive until sixty (60) days after the expiration of the applicable statute of limitations period (taking into account any extensions or waivers thereof); provided, further, that if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the last day of the applicable foregoing survival period, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this ARTICLE 11 shall survive with respect to such claim until such claim is finally resolved. Notwithstanding anything to the contrary in this Agreement, all of the Parties’ covenants that contemplate actions or impose obligations following the Closing shall survive in accordance with their respective terms.
Period for Making Claims. A claim for indemnification under this ------------------------ Section 11:
(a) must be brought, if at all, at any time within one (1) year after the Closing Date, with respect to any claim or claims for indemnification under this Section 11 not described in subsection 11.6(b) below; or
(b) may be brought at any time up to expiration of the applicable statute of limitations (including extensions) with respect to any claim for indemnification relating to or based upon the provisions of Section 5.12.
Period for Making Claims. No claim under this Article X may be made unless such Party shall have delivered a Claim Notice with respect to such claim for breach of a representation or warranty or covenant or agreement prior to the expiration of the applicable Survival Period.
Period for Making Claims. A claim for indemnification under this Article VII may be brought, if at all, any time within one (1) year after the Closing Date.
Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim under Section 11.01, a written notice of claim prior to the date [***]. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any Regional Entity compliance audit covering a period prior to the Closing Date.
Period for Making Claims. Notwithstanding anything herein to the contrary, no Claim for Damages under this Article 12 may be brought after the Second Release Date; PROVIDED, HOWEVER, that (i) Special Seller Claims, (ii) Special Buyer Claims, (iii) Claims for a breach of a covenant of Seller under Sections 5.7, 7.1, 7.2, 7.3, 7.5, 7.7, 7.9, 9.2, 9.3, 9.5 and 9.6, and Article 8, and (iv) Claims for a breach of a covenant of Buyer under Sections 7.2, 7.3, 7.4, 9.1, and 9.4, and Article 8, may be brought at any time until expiration of the statute of limitations applicable to the matters covered thereby (giving effect to any waiver, mitigation, or extension thereof); and PROVIDED, FURTHER, that any Claim properly asserted by a Buyer Indemnitee or Seller Indemnitee prior to the Second Release Date may thereafter be prosecuted and arbitrated as provided in this Article 12 and recovery on such Claim may be had by the such indemnified party as provided herein.
Period for Making Claims. Any and all claims for Losses arising out of or as a result of any inaccuracy of any representation or warranty contained in this Agreement may be made only until December 15, 2000, except that any such claims with respect to any representation or warranty contained in (i) Section 2.13 may be made at any time until the later of 60 days after the expiration of the relevant statute of limitations and three months after an official tax or social security audit shall have come to a final and binding result (Rechtskraftige Entscheidung), and (ii) Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.10 (only to the extent relating to laws and regulations with respect to health and safety matters, environmental protection and pollution control) and 2.12 may be made at any time prior to the fifth anniversary of the Closing Date.
Period for Making Claims. A Claim under this Section 9:
(a) must be brought, if at all, at any time within one (1) year after the Closing Date, with respect to any claim or claims for indemnification under this Section 9 not described in subSection 9.6(b) below;
(b) may be brought at any time up to expiration of the applicable statute of limitations (including extensions) with respect to any claim for indemnification relating to or based upon the provisions of Sections 5.13 or the covenants included in Sections 1, 2, 3, 6 and 7. Notwithstanding anything to the contrary, if, an Indemnified Person makes a Claim for indemnification under either this Agreement or the Escrow Agreement within such time period, then the Indemnified Person's rights to indemnification under this Section 9.6 for such Claim shall survive any expiration of such representation or warranty.
