Time for Claims. All representations and warranties and all covenants, to the extent required to be performed prior to the Closing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(a) or 13.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 13.1.1(b) or 13.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within the following time periods: (a) [**], in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 6.1 (Organization), 6.2 (Power and Authorization), 6.4(e) (Breach of Organizational Documents), 6.8 (Assets), 6.10.4 (Intellectual Property; Title), 6.19 (No Brokers), 7.1 (Organization), 7.2 (Power and Authorization), 7.4(d) (Breach of Organizational Documents) or 7.5 (No Brokers); (b) [**], in the case of any claim or suit based upon fraud or intentional misrepresentation; (c) [**] in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 6.12 (Tax Matters); and (d) [**] after the Closing Date, in the case of any breach of, or inaccuracy in, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other representation and warranty in this Agreement or breach of any covenant, to the extent required to be performed prior to the Closing Date (other than covenants relating to Taxes, with are not subject to the limitations of this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Bayer within one year of actual knowledge of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description of the claim based upon the facts available at the time is presented by the party seeking indemnification to the Indemnifying Party within the specified time period herein.
Appears in 1 contract
Samples: License and Asset Purchase Agreement (Genzyme Corp)
Time for Claims. All representations and warranties and all covenants, to the extent required to be performed prior to the Closing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no No claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(a) 9.1.1, 9.1.6 or 13.2.1(a) 9.2.1 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of this Agreement or with respect to breach of covenants or agreements to be performed prior the circumstances then known to the Closing pursuant Indemnified Person, is provided to Sections 13.1.1(b) or 13.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within the following time periodsIndemnifying Person:
(a) [**]9.3.1 at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 6.1 2.1 (Organization; Predecessors; Subsidiaries), 2.2 (Capitalization of the Companies), 2.3 (Organization; Power and Authorization), 2.5 (Noncontravention), the penultimate sentence of 2.6.1 (Financial Statements), 2.9.1 (Ownership of Assets), 2.30 (No Brokers), the last sentence of 2.25.6 (Employees), 3.1 (Organization), 6.2 3.2 (Power and Authorization), 6.4(e) 3.4 (Breach of Organizational Documents), 6.8 (Assets), 6.10.4 (Intellectual Property; Title), 6.19 (No Brokers), 7.1 (Organization), 7.2 (Power and Authorization), 7.4(d) (Breach of Organizational DocumentsNoncontravention) or 7.5 3.5 (No Brokers);
(b) [**]9.3.2 at any time, in the case of any claim or suit based upon fraud fraud, intentional misrepresentation or intentional misrepresentationwillful misconduct;
9.3.3 at any time prior to the ninetieth (c90th) [**] day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 6.12 Sections 2.17 (Tax Employee Benefit Plans), or 2.18 (Environmental Matters); and
9.3.4 at any time prior to last day of the eighteenth (d18th) [**] after month following the Closing Date, in the case of any breach of, or inaccuracy in, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other representation and warranty or any Loss arising from Liabilities described in this Agreement Section 9.1.1, 9.1.6 or breach of 9.2.1; provided that if, at any covenant, to the extent required to be performed time prior to the Closing Date (expiration of the respective survival period set forth in this Section 9.3 with respect to any particular representation or warranty, any Indemnified Party delivers to any Indemnifying Party a written notice alleging the existence of an inaccuracy in or a breach of such representation or warranty and asserting a claim for Losses pursuant to Section 9.1 or Section 9.2, then the representation or warranty underlying the claim asserted in such notice and all indemnity obligations under this Section 9 related thereto shall survive until such claim is finally and fully resolved in accordance with this Agreement. Claims for indemnification pursuant to any other than covenants relating provision of Sections 9.1 and 9.2 or pursuant to Taxes, with Section 10 are not subject to the limitations of set forth in this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Bayer within one year of actual knowledge of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description of the claim based upon the facts available at the time is presented by the party seeking indemnification to the Indemnifying Party within the specified time period herein9.3.
Appears in 1 contract
Samples: Merger Agreement (Mastec Inc)
Time for Claims. All representations and warranties and all covenants, to the extent required to be performed prior to the Closing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no No claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(a) 10.1.1, 10.1.2 or 13.2.1(a) 10.2 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of this Agreement or with respect to breach of covenants or agreements to be performed prior the circumstances then known to the Closing pursuant Indemnified Party, is provided to Sections 13.1.1(b) or 13.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within the following time periods:
Indemnifying Party: (a) [**]at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 6.1 3.1 (Organization), 6.2 3.2 (Power and Authorization), 6.4(e) 3.4 (Breach of Organizational Documents), 6.8 3.5 (AssetsCapitalization), 6.10.4 3.9 (Intellectual PropertyDebt; TitleGuarantees), 6.19 3.26 (No Brokers), 7.1 4.1 (Organization), 7.2 4.2 (Power and Authorization), 7.4(d) 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) or 7.5 ), 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);
(b) [**], or in the case of any claim or suit based upon fraud or intentional misrepresentation;
; (cb) [**] at any time prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 6.12 Sections 3.15 (Tax Matters), 3.16 (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); and
(dc) [**] after at any time prior to the Closing Datethirty-six month anniversary of the Closing, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other representation and warranty in this Agreement (or breach 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 any covenant, to the extent breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the Closing Date (other than covenants relating to Taxes, with are not subject to expiration of the limitations thirty-six month anniversary of this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Bayer within one year of actual knowledge the breach of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description of the claim based upon the facts available at the time is presented by the party seeking indemnification to the Indemnifying Party within the specified time period hereincovenant.
Appears in 1 contract
Time for Claims. All representations The representations, warranties, covenants and warranties agreements of the Company and all covenants, Parent and Merger Sub set forth in this Agreement and the certificates delivered at Closing pursuant to the extent required to be performed prior to Sections 7.2(d) and 7.3(c) shall survive the Closing. Notwithstanding the foregoing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(aSections 8.1 or 8.2 unless a written notice is provided to the party that is or may be required to provide to the Indemnifying Party (or, following the Closing, to the Representative, in the event the Indemnifying Party is a Seller Indemnifying Party):
(i) at any time on or 13.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 13.1.1(b) or 13.2.1(b) expiration of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within the following time periods:
(a) [**]applicable statute of limitations, in the case of (A) any breach of, or inaccuracy in, of the representations and warranties set forth in Sections 6.1 3.1 (OrganizationOrganization and Qualification; Subsidiaries), 6.2 3.2 (Power and Authorization), 6.4(e) (Breach of Organizational Documents), 6.8 3.3 (AssetsAuthorization of Agreement), 6.10.4 3.4 (Intellectual Property; TitleCapitalization), 6.19 Sections 3.10 (No Employee Benefit Plans) or 3.11 (Taxes), 3.20 (Brokers), 7.1 4.1 (OrganizationOrganization and Qualification), 7.2 4.2 (Power and AuthorizationAuthorization of Agreement) or 4.4 (Financial Ability), 7.4(d(B) Sections 8.1(b) through 8.1(f) (Breach other than any breach of Organizational Documentsa covenant set forth in Section 5.1 of this Agreement) or 7.5 Section 8.2(b) or (No Brokers);
(bC) [**], in the case of any claim or suit based upon fraud or intentional misrepresentationwillful breach;
(cii) [**] in the case of any breach of, or inaccuracy in, the representations and warranties except as set forth in Section 6.12 Sections 8.3(a)(i), at any time prior to the date that is eighteen (Tax Matters); and
(d18) [**] after months from the Closing Date, in the case of (A) any breach of, of any representation or inaccuracy in, [**] = Portions warranty in Articles III or IV of this exhibit have been omitted pursuant to Agreement or any breach of a confidential treatment request. An unredacted version covenant set forth in Section 5.1 of this exhibit has been filed separately with Agreement or (B) any claim brought under Section 8.1(g). Except as set forth above, all covenants or other agreements of the Commission. any other representation and warranty parties in this Agreement or and in the other agreements contemplated hereby will survive the Closing indefinitely or, if shorter, in accordance with their applicable terms. Damages arising in connection with the breach of any covenant, to the extent required to be performed prior to the Closing Date (other than covenants relating to Taxes, with are not subject to the limitations of this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, representations and shall be deemed waived, if written notice has not been provided to Bayer within one year of actual knowledge of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description warranties of the claim based upon the facts available at the time is presented by the party seeking indemnification Company contained in Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Organizational Documents), 3.3 (Authorization of Agreement), 3.4 (Capitalization), 3.10 (Employee Benefit Plans), 3.11 (Taxes) and 3.20 (Brokers) are referred to the Indemnifying Party within the specified time period hereinas “Special Damages.”
Appears in 1 contract
Samples: Merger Agreement (Aspect Software Group Holdings Ltd.)
Time for Claims. All representations and warranties and all covenants, to the extent required to be performed prior to the Closing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no No claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(a) 7.01 unless a written notice describing such breach or 13.2.1(a) inaccuracy in reasonable detail in light of this Agreement or with respect to breach of covenants or agreements to be performed prior the circumstances then known to the Closing pursuant party seeking indemnification under Section 7.01 (the "Indemnified Party"), is provided to Sections 13.1.1(b) or 13.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within against whom indemnity is sought (the following time periods:"Indemnifying Party"):
(a) [**]at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 6.1 Section 3.01 (OrganizationExistence and Power), 6.2 Section 3.02 (Power and Corporate Authorization), 6.4(e) Section 3.06 (Breach of Organizational DocumentsOwnership; Liens), 6.8 Section 3.20 (AssetsFinders' Fees), 6.10.4 Section 3.23 (Intellectual Property; TitleAmended and Restated Loan Agreement), 6.19 Section 4.01 (No BrokersExistence and Power), 7.1 Section 4.02 (Organization), 7.2 (Power and Authorization), 7.4(d) or Section 4.06 (Breach of Organizational Documents) or 7.5 (No BrokersFinders' Fees);
(b) [**]at any time, in the case of any claim or suit based upon fraud on Excluded Liabilities, Assumed Liability or intentional misrepresentationany obligations or liabilities set forth in Section 7.01(b)(iv);
(c) [**] at any time, in the case of the nonperformance of any covenant or agreement in this Agreement, or in any document, Schedule, instrument or certificate delivered pursuant to this Agreement;
(d) at any time prior to the thirtieth (30th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 6.12 Article 6 (Tax Matters); and
(de) [**] after the Closing Dateat any time prior to December 31, 2008, in the case of any breach of, or inaccuracy in, [**] = Portions other claim seeking indemnification under Section 7.01 in this Agreement. Sellers and Buyer understand that in the event notice of this exhibit any claim for indemnification under Section 7.01 shall have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with given within the Commission. any other representation and warranty in this Agreement or breach of any covenantapplicable survival period, to the extent required to be performed prior to representations, warranties and/or covenants that are the Closing Date (other than covenants relating to Taxes, with are not subject to the limitations of this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Bayer within one year of actual knowledge of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No indemnification claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of survive until such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description of the time as such claim based upon the facts available at the time is presented by the party seeking indemnification to the Indemnifying Party within the specified time period hereinfinally resolved.
Appears in 1 contract
Time for Claims. All representations and warranties and all covenants, to the extent required to be performed prior to the Closing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no No claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(a10.01(a)(i), 10.01(a)(iii) or 13.2.1(a10.02(a)(i) for any breach of, or inaccuracy in, any representation, warranty or statement unless a written notice is provided to the Indemnifying Party (i) at any time, in the case of this Agreement any claim based upon fraud or with respect any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.01 (Organization), 3.05 (Capitalization), 3.08 (Debt), 3.23 (No Brokers), 4.01 (Organization), 4.02 (Power and Authorization), 4.05 (Title), 4.06 (No Brokers), 5.01 (Organization) or 5.06 (No Brokers) (or as such representations and warranties are repeated or confirmed in the certificates delivered at Closing pursuant to breach of covenants Section 7.04(b) or agreements to be performed Section 8.03); (ii) at any time prior to the Closing pursuant to Sections 13.1.1(bthirtieth (30) or 13.2.1(bday following the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within the following time periods:
(a) [**], in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 6.1 (Organization3.12(a), 6.2 (Power and Authorization3.12(b), 6.4(e3.13, 3.14(b), 3.14(c) and 3.14(g) (Breach of Organizational Documents), 6.8 (Assets), 6.10.4 (Intellectual Property; Title), 6.19 (No Brokers), 7.1 (Organization), 7.2 (Power or as such representations and Authorization), 7.4(d) (Breach of Organizational Documentswarranties are repeated or confirmed in the certificates delivered at Closing pursuant to Section 7.04(b) or 7.5 Section 8.03); (No Brokers);
(biii) [**], in at any time prior to the case third anniversary of any claim or suit based upon fraud or intentional misrepresentation;
(c) [**] the Closing Date in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 and 3.22 (or as such representations and warranties are repeated or confirmed in the certificates delivered at Closing pursuant to Section 6.12 (Tax Matters7.04(b) or Section 8.03); and
and (div) [**] after at any time prior to the eighteen month anniversary of the Closing Date, Date in the case of any breach of, or inaccuracy in, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other representation and representation, warranty or statement in this Agreement or breach in any Schedule or certificate delivered pursuant to this Agreement. Claims for indemnification pursuant to any other provision of any covenant, to the extent required to be performed prior to the Closing Date (other than covenants relating to Taxes, with Sections 10.01(a) and 10.02(a) are not subject to the limitations of set forth in this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Bayer within one year of actual knowledge of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description of the claim based upon the facts available at the time is presented by the party seeking indemnification to the Indemnifying Party within the specified time period herein10.03.
Appears in 1 contract
Time for Claims. All representations and warranties and all covenants, to the extent required to be performed prior to the Closing, set forth herein will survive the Closing for the time period set forth below, provided, however, that no 10.3.1. No claim may be made or suit instituted seeking indemnification pursuant to Section 13.1.1(a10.1.1.(a), Section 10.1.2.(a) or 13.2.1(aSection 10.2.1.a) unless a written notice describing such claim in reasonable detail in light of this Agreement or with respect to breach of covenants or agreements to be performed prior the circumstances then known to the Closing pursuant Indemnified Party is provided to Sections 13.1.1(b) or 13.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 15.1 within the following time periodsIndemnifying Party:
(a) [**], at any time within five (5) years of the Closing in the case of any breach of, or inaccuracy in, any of the representations and warranties set forth in Sections 6.1 (Organization), 6.2 (Power and Authorization), 6.4(e) (Breach of Organizational Documents), 6.8 (Assets), 6.10.4 (Intellectual Property; Title), 6.19 (No Brokers), 7.1 (Organization), 7.2 (Power and Authorization), 7.4(d) (Breach of Organizational Documents) Company Fundamental Representations or 7.5 (No Brokers)Buyer Fundamental Representations;
(b) [**]at any time, in the case of any claim or suit based upon fraud or intentional misrepresentationFraud;
(c) [**] at any time prior to the one hundred twentieth (120th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any matters relating to Taxes; and
(d) at any time within twelve (12) months of the Closing in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 6.12 (Tax Matters); and
(d) [**] after the Closing Date, in the case of any breach of, or inaccuracy in, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. any other representation and warranty in this Agreement Agreement.
10.3.2. No claim may be made or breach of any covenant, suit instituted seeking indemnification pursuant to the extent required to be performed prior to the Closing Date Section 10.1.1(c) (other than covenants relating except with respect to Taxes, which shall be treated in accordance with are not subject Section 10.3.3) unless a written notice describing such claim in reasonable detail in light of the circumstances then known to the limitations of this Section 13.3). [**]. No claim for Loss by Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been Indemnified Party is provided to Bayer within one year of actual knowledge of such Loss by the Genzyme individuals set forth on Schedule 13.3(A). No claim for Loss by Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Genzyme within one year of actual knowledge of such Loss by the Bayer individuals set forth on Schedule 13.3(B). For avoidance of doubt, claims will be deemed to have been made within the survival period if a reasonably complete description of the claim based upon the facts available at the time is presented by the party seeking indemnification to the Indemnifying Party at any time within twelve (12) months of the specified time period hereinClosing.
10.3.3. Claims for indemnification pursuant to Section 10.1.1.b), Section 10.1.1(c) (with respect to Taxes only), Section 10.1.1.(d), Section 10.1.1.e), Section 10.1.2.b) and Section 10.2.1.b) shall survive until the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions).
Appears in 1 contract
