Common use of Time for Claims Clause in Contracts

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 14.1.1(a) or 14.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 14.1.1(b) or 14.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 14.1 within the following time periods: a. at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 7.1 (Organization), 7.2 (Power and Authorization), 7.4(e) (Breach of Organizational Documents), 7.10 (Assets), 7.14 (Intellectual Property), 7.23 (No Brokers), 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d) (Breach of Organizational Documents) or 8.5 (No Brokers); b. at any time, in the case of any claim or suit based upon fraud or intentional misrepresentation; c. at any time prior to the conclusion of the day that is [***] after Closing Date in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.8; d. at any time prior to the [***] 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 7.26 (Tax Matters); and e. at any time prior to the conclusion of the day that is [***] after the Closing Date, in the case of any breach of, or inaccuracy in, 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, which are not subject to the limitations of this Section 14.3). Claims for indemnification not specified with a time limitation in this Section 14.3 are not subject to the limitations set forth in this Section 14.3 and shall be governed by the applicable statute of limitations. No claim for Loss by Purchaser shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Spectrum within [***] of actual knowledge of such Loss by the Purchaser individuals set forth on Schedule 14.3A. No claim for Loss by Spectrum shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Purchaser within [***] of actual knowledge of such Loss by the Spectrum individuals set forth on Schedule 14.3B. 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.

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 14.1.1(a13.1.1(a) or 14.2.1(a13.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 14.1.1(b13.1.1(b) or 14.2.1(b13.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 14.1 15.1 within the following time periods: a. at any time(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(e) (Breach of Organizational Documents), 7.10 (Assets), 7.14 (Intellectual Property), 7.23 (No Brokers), 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d7.4(d) (Breach of Organizational Documents) or 8.5 7.5 (No Brokers); b. at any time(b) [**], in the case of any claim or suit based upon fraud or intentional misrepresentation; c. at any time prior to the conclusion of the day that is (c) [***] after Closing Date in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.8; d. at any time prior to the [***] 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 7.26 6.12 (Tax Matters); and e. at any time prior to the conclusion of the day that is (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, which with are not subject to the limitations of this Section 14.313.3). Claims for indemnification not specified with a time limitation in this Section 14.3 are not subject to the limitations set forth in this Section 14.3 and shall be governed by the applicable statute of limitations[**]. No claim for Loss by Purchaser Genzyme shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Spectrum Bayer within [***] one year of actual knowledge of such Loss by the Purchaser Genzyme individuals set forth on Schedule 14.3A. 13.3(A). No claim for Loss by Spectrum Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Purchaser Genzyme within [***] one year of actual knowledge of such Loss by the Spectrum Bayer individuals set forth on Schedule 14.3B. 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.

Time for Claims. All of the representations and warranties and all covenantsset forth in this Agreement or in any Schedule, Ancillary Agreement, instrument or certificate delivered pursuant to the extent required to be performed prior to this Agreement shall survive 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 14.1.1(a) or 14.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 14.1.1(b) or 14.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 14.1 within the following time periods: a. at any time, in the case of Article IX for any breach of, or inaccuracy in, any representation, warranty or covenant unless a written notice describing such breach or inaccuracy in reasonable detail in light of the representations and warranties set forth in Sections 7.1 circumstances then known to the Person entitled to indemnification pursuant to this Article IX (Organization)each, 7.2 an “Indemnified Party”) is furnished to the Person required to provide indemnification pursuant to this Article IX (Power and Authorization)each , 7.4(ean “Indemnifying Party”): (a) (Breach of Organizational Documents), 7.10 (Assets), 7.14 (Intellectual Property), 7.23 (No Brokers), 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d) (Breach of Organizational Documents) or 8.5 (No Brokers); b. at any time, in the case of any claim or suit based upon fraud or intentional misrepresentation; c. at any time prior to the conclusion of the thirtieth day that is [***] after Closing Date in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.8; d. at any time prior to the [***] after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of (i) any claim under Sections 9.1(a)(i), 9.1(a)(iv), 9.1(a)(v) or 9.1(a)(vi) or (ii) any claim under Section 9.1(a)(ii) for a breach of, or inaccuracy in, the representations and warranties set forth in Section 7.26 Sections 3.1 (Tax MattersOrganization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.6 (Brokers Fees), 3.15 (Taxes) or 3.24 (Environmental); and e. (b) at any time prior to the conclusion of the day that is [***] after the Closing Final Release Date, in the case of any breach of, or inaccuracy in, any other representation representation, warranty and warranty covenant 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, which are not subject to the limitations of this Section 14.3). Claims for indemnification not specified with a time limitation in this Section 14.3 are not subject to the limitations set forth in this Section 14.3 and shall be governed by the applicable statute of limitations. No claim for Loss by Purchaser shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Spectrum within [***] of actual knowledge of such Loss by the Purchaser individuals set forth on Schedule 14.3A. No claim for Loss by Spectrum shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Purchaser within [***] of actual knowledge of such Loss by the Spectrum individuals set forth on Schedule 14.3B. 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 hereinAgreement.

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 14.1.1(a) or 14.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 14.1.1(b) or 14.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 14.1 16.1 within the following time periods: a. (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 7.1 (Organization), 7.2 (Power and Authorization), 7.4(e) (Breach of Organizational Documents), 7.10 7.8 (Assets), 7.14 7.11 (Intellectual Property), 7.23 7.22 (No Brokers), 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d) (Breach of Organizational Documents) or 8.5 (No Brokers); b. (b) at any time, in the case of any claim or suit based upon fraud or intentional misrepresentation; c. (c) at any time prior to the conclusion of the sixtieth (60th) calendar day that is [***] after Closing Date in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.8; d. at any time prior to the [***] 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 7.26 7.17 (Tax Matters); and; e. (d) at any time prior to the conclusion of the day that is [***] three (3) months after delivery of Transferred Inventory in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.6; and (e) at any time prior to the conclusion of the day that is six (6) months after the Closing Date, in the case of any breach of, or inaccuracy in, 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, which with are not subject to the limitations of this Section 14.3). Claims for indemnification not specified with a time limitation in this Section 14.3 are not subject to the limitations set forth in this Section 14.3 and shall be governed by the applicable statute of limitations. No claim for Loss by Purchaser shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Spectrum Bayer within [***] six (6) months of actual knowledge of such Loss by the Purchaser individuals set forth on Schedule 14.3A. No claim for Loss by Spectrum Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Purchaser within [***] six (6) months of actual knowledge of such Loss by the Spectrum Bayer individuals set forth on Schedule 14.3B. 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.

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 14.1.1(a) or 14.2.1(a) of this Agreement or with respect to breach of covenants or agreements to be performed prior to the Closing pursuant to Sections 14.1.1(b) or 14.2.1(b) of this Agreement, unless the claiming party provides notice as specified in Section 14.1 16.1 within the following time periods: a. (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 7.1 (Organization), 7.2 (Power and Authorization), 7.4(e) (Breach of Organizational Documents), 7.10 7.8 (Assets), 7.14 7.11 (Intellectual Property), 7.23 7.22 (No Brokers), 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d) (Breach of Organizational Documents) or 8.5 (No Brokers); b. (b) at any time, in the case of any claim or suit based upon fraud or intentional misrepresentation; c. (c) at any time prior to the conclusion of the sixtieth (60th) calendar day that is [***] after Closing Date in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.8; d. at any time prior to the [***] 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 7.26 7.17 (Tax Matters); and; e. (d) at any time prior to the conclusion of the day that is [***] three (3) months after delivery of Transferred Inventory in the case of breach of, or inaccuracy in, the representation and warranty in Section 7.6; and (e) at any time prior to the conclusion of the day that is six (6) months after the Closing Date, in the case of any breach of, or inaccuracy in, 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, which with are not subject to the limitations of this Section 14.3). Claims for indemnification not specified with a time limitation in this Section 14.3 are not subject to the limitations set forth in this Section 14.3 and shall be governed by the applicable statute of limitations. No claim for Loss by Purchaser shall be deemed to have survived, and shall be [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. deemed waived, if written notice has not been provided to Spectrum Bayer within [***] six (6) months of actual knowledge of such Loss by the Purchaser individuals set forth on Schedule 14.3A. No claim for Loss forLoss by Spectrum Bayer shall be deemed to have survived, and shall be deemed waived, if written notice has not been provided to Purchaser within [***] six (6) months of actual knowledge of such Loss by the Spectrum Bayer individuals set forth on Schedule 14.3B. 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.