Common use of Time for Claims Clause in Contracts

Time for Claims. (a) No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1(a) or Section 10.2(a) unless a written notice describing such claim in reasonable detail in light of the circumstances then known to the Claiming Party and in compliance with Section 10.3 is provided to the Responding Party: (i) In the case of the representations and warranties of the Seller set forth in Section 3.1 (Organization, Standing and Power), Section 3.2 (Authority), Section 3.8(a) (Title to Property) and Section 3.16 (Brokers’ and Finders’ Fees) (collectively, the “Seller Fundamental Representations”), within [***] of the Closing, and in the case of the representations and warranties set forth in Section 3.11 (Taxes), within [***] after the applicable statute of limitations has expired. (ii) In the case of the representations and warranties of the Buyer set forth in Section 4.1 (Organization, Standing and Power), Section 4.3 (Authority) and Section 4.13 (Brokers’ and Finders’ Fees) (collectively, the “Buyer Fundamental Representations”), within [***] of the Closing. (iii) In the case of the representations and warranties not otherwise set forth in Section 10.4(a)(i) or Section 10.4(a)(ii) (collectively, the “Non-Fundamental Representations”) made by either Party contained in this Agreement, the certificates delivered pursuant to Section 8.2(d) or 8.3(d), the Bills of Sale or the IPALA, within [***] of the Closing, except that in the case of the representations and warranties of the Seller set forth in Section 3.9 (Intellectual Property), the time period shall be [***] following the Closing; provided, however, that for the Seller’s Non-Fundamental Representations with respect to the RTP Fab Acquired Assets and RTP Fab Assumed Liabilities that are made as of the RTP Fab Transfer Date the relevant time period shall be [***] following the RTP Fab Transfer Date. (b) No Claim for indemnification under Section 10.1(b) or Section 10.2(b) based upon any breach of a covenant or agreement in this Agreement to be performed or complied with before or at the Closing may be made or asserted by any Person, and no obligation to indemnify, defend or hold harmless in respect thereof shall exist, unless written notice thereof is provided in accordance with the terms hereof within [***] of the Closing Date. (c) For the avoidance of doubt, the limitations of this Section 10.4 only apply to Section 10.1(a), Section 10.2(a), Section 10.1(b) and Section 10.2(b) and not the other indemnification obligations set forth in Section 10.1 or Section 10.2.

Time for Claims. (a) Notwithstanding anything to the contrary contained in this Agreement or in any certificate, schedule, statement, document or instrument furnished hereunder, Sellers’ and Purchaser’s obligations of indemnification are limited as set forth in this Section 7.7. No claim may be made or suit instituted initiated seeking indemnification pursuant to Section 10.1(a) Sections 7.2 or Section 10.2(a) 7.3 for any breach of, or inaccuracy in, any representation, warranty or statement unless a written notice describing such claim in reasonable detail in light of the circumstances then known to the Claiming Party and in compliance with Section 10.3 is provided to the Responding PartyIndemnifying Person: (ia) In the case of at any time, with respect to the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 4.1, Section 4.2, Section 4.3 and Section 4.4 and each of the Seller covenants and agreements set forth herein, and the corresponding indemnification obligations thereto, which representations, warranties and obligations shall continue without termination; (b) at any time prior to the thirtieth day following the expiration of the applicable statute of limitations, with respect to the representations and warranties contained in Section 3.1 (Organization, Standing and Power)3.11, Section 3.2 (Authority)3.12, Section 3.8(a) (Title to Property) 3.16, and Section 3.16 (Brokers’ 3.19 and Finders’ Fees) (collectivelythe corresponding indemnification obligations thereto, which representations, warranties and obligations shall terminate upon the “Seller Fundamental Representations”), within [***] expiration of the Closingstatute of limitations (as at any time extended) applicable to the claim related thereto; (c) at any time, and in the case of any claim or suit based upon, intentional misrepresentation, or gross negligence, (i) any willful, fraudulent, or grossly negligent actions or representations of Sellers and the representations corresponding indemnification obligations thereto, which representations, warranties, and warranties set forth in Section 3.11 (Taxes)obligations shall continue without termination, within [***] after the applicable statute of limitations has expired. and (ii) In the any claims for indemnification pursuant to Section 7.4 (in each case of the representations and warranties of the Buyer set forth in Section 4.1 (Organization, Standing and Poweras such indemnification obligations would read if all qualifications as to survival were deleted therefrom), Section 4.3 (Authority) and Section 4.13 (Brokers’ and Finders’ Fees) (collectively, the “Buyer Fundamental Representations”), within [***] of the Closing.which obligations shall continue without termination; and (iiid) In at any time prior the case third anniversary of the representations and warranties not otherwise set forth in Section 10.4(a)(i) this agreement, with respect to any breach of or Section 10.4(a)(ii) (collectivelyinaccuracy in, the “Non-Fundamental Representations”) made by either Party contained any other representation, warranty or statement in this AgreementAgreement or any Schedule, the certificates Exhibit, statement or certificate delivered pursuant to Section 8.2(d) or 8.3(d), the Bills of Sale or the IPALA, within [***] of the Closing, except that in the case of the representations and warranties of the Seller set forth in Section 3.9 (Intellectual Property), the time period shall be [***] following the Closing; provided, however, that for the Seller’s Non-Fundamental Representations with respect to the RTP Fab Acquired Assets and RTP Fab Assumed Liabilities that are made as of the RTP Fab Transfer Date the relevant time period shall be [***] following the RTP Fab Transfer Datethis Agreement. (b) No Claim for indemnification under Section 10.1(b) or Section 10.2(b) based upon any breach of a covenant or agreement in this Agreement to be performed or complied with before or at the Closing may be made or asserted by any Person, and no obligation to indemnify, defend or hold harmless in respect thereof shall exist, unless written notice thereof is provided in accordance with the terms hereof within [***] of the Closing Date. (c) For the avoidance of doubt, the limitations of this Section 10.4 only apply to Section 10.1(a), Section 10.2(a), Section 10.1(b) and Section 10.2(b) and not the other indemnification obligations set forth in Section 10.1 or Section 10.2.

Time for Claims. (a) No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1(a) 10.1.1 or Section 10.2(a) 10.2 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such claim breach or inaccuracy in reasonable detail in light of the circumstances then known to the Claiming Party and in compliance with Section 10.3 Indemnified Party, is provided to the Responding Indemnifying Party: : (ia) In the case of the representations and warranties of the Seller set forth in Section 3.1 (Organizationat any time, Standing and Power), Section 3.2 (Authority), Section 3.8(a) (Title to Property) and Section 3.16 (Brokers’ and Finders’ Fees) (collectively, the “Seller Fundamental Representations”), within [***] of the Closing, and in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 3.11 Sections 3.1 (TaxesOrganization; Predecessors), within [***] 3.2 (Power and Authorization), 3.4 (Breach of Organizational Documents), 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; (b) at any time prior to the thirtieth day after the expiration of the applicable statute of limitations has expired. (iitaking into account any tolling periods and other extensions) In in the case of any breach of, or inaccuracy in, the representations and warranties of the Buyer set forth in Section 4.1 Sections 3.15 (Organization, Standing and PowerTax Matters), Section 4.3 3.16 (AuthorityEmployee Benefit Plans) and Section 4.13 or 3.17 (Brokers’ and Finders’ FeesEnvironmental Regulation) (collectively, the “Buyer Fundamental Representations”), within [***] of the Closing. (iii) In the case of the or as such representations and warranties not otherwise set forth are repeated or confirmed in Section 10.4(a)(i) any document, Schedule, instrument or Section 10.4(a)(ii) (collectively, the “Non-Fundamental Representations”) made by either Party contained in this Agreement, the certificates certificate delivered pursuant to Section 8.2(dthis Agreement); (c) or 8.3(d), at any time prior to the Bills of Sale or the IPALA, within [***] thirty-six month anniversary of the Closing, except that in the case of the representations and warranties of the Seller set forth in Section 3.9 (Intellectual Property), the time period shall be [***] following the Closing; provided, however, that for the Seller’s Non-Fundamental Representations with respect to the RTP Fab Acquired Assets and RTP Fab Assumed Liabilities that are made as of the RTP Fab Transfer Date the relevant time period shall be [***] following the RTP Fab Transfer Date. (b) No Claim for indemnification under Section 10.1(b) or Section 10.2(b) based upon any breach of a covenant or agreement in this Agreement required to be performed or complied with before at or at prior to the Closing may or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be made or asserted by performed after the Closing, at any Person, and no obligation time prior to indemnify, defend or hold harmless in respect thereof shall exist, unless written notice thereof is provided in accordance with the terms hereof within [***] expiration of the Closing Date. (c) For time period within which such covenant is to be performed or observed under the avoidance express terms of doubt, this Agreement. Claims for indemnification pursuant to any other provision of Sections 10.1.1 and 10.2 are not subject to the limitations of this Section 10.4 only apply to Section 10.1(a), Section 10.2(a), Section 10.1(b) and Section 10.2(b) and not the other indemnification obligations set forth in this Section 10.1 or Section 10.210.3.

Time for Claims. (a) No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1(aSections 9.1(a) (Indemnification by Seller) or Section 10.2(a9.2(a) (Indemnification by Purchaser) unless a written notice describing such claim in reasonable detail in light of the circumstances then known to the Claiming Party and in compliance with Section 10.3 Indemnitee is provided to the Responding Party: (i) In the case of the representations and warranties of the Seller set forth in Section 3.1 (Organization, Standing and Power), Section 3.2 (Authority), Section 3.8(a) (Title Indemnitor prior to Property) and Section 3.16 (Brokers’ and Finders’ Fees) (collectively, the “Seller Fundamental Representations”), within [***] after the Closing Date; provided, however, that (a) claims may be made with respect to the representations and warranties relating to Taxes set forth in Section 4.4 (Taxes) until [***] expiration of the Closing[***] relating to such Taxes, and in the case of (b) claims may be made with respect to the representations and warranties set forth in Section 3.11 4.17 (Taxes)Sufficiency of Assets) until the third anniversary of the Closing Date, within [***] after the applicable statute of limitations has expired. and (iic) In the case of claims may be made with respect to the representations and warranties of the Buyer set forth Seller in Section Sections 4.1 (Organization, Standing Organization and PowerGood Standing), Section 4.3 4.8 (Authority), 4.16(a) (Title of Assets; Libraries), 4.18 (Transactions with Affiliates) and Section 4.13 4.20 (Brokers’ and Finders’ Fees) (collectively, the “Buyer Seller’s Fundamental Representations”), within [***] of the Closing. (iii) In the case of the and Purchaser’s representations and warranties not otherwise set forth in Section 10.4(a)(i) or Section 10.4(a)(iiSections 5.1 (Organization and Good Standing), 5.3 (Authority), and 5.8 (Brokers) (collectively, the “Non-Purchaser’s Fundamental Representations”) made by either Party contained in this Agreement, until the certificates delivered pursuant to Section 8.2(d) or 8.3(d), the Bills of Sale or the IPALA, within [***] of the Closing, except that in the case of the representations and warranties of the Seller set forth in Section 3.9 (Intellectual Property), the time period shall be [***] following the Closing; provided, however, that for the Seller’s Non-Fundamental Representations with respect to the RTP Fab Acquired Assets and RTP Fab Assumed Liabilities that are made as of the RTP Fab Transfer Date the relevant time period shall be [***] following the RTP Fab Transfer Date. (b) No Claim for indemnification under Section 10.1(b) or Section 10.2(b) based upon any breach of a covenant or agreement in this Agreement to be performed or complied with before or at the Closing may be made or asserted by any Person, and no obligation to indemnify, defend or hold harmless in respect thereof shall exist, unless written notice thereof is provided in accordance with the terms hereof within [***] of the Closing Date. (c) For the avoidance of doubt, the limitations of this Section 10.4 only apply to Section 10.1(a), Section 10.2(a), Section 10.1(b) and Section 10.2(b) and not the other indemnification obligations set forth in Section 10.1 or Section 10.2.