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) 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.

Time for Claims. (a) No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1(a) 9.1.1, 9.1.6 or Section 10.2(a) 9.2.1 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 Person, is provided to the Responding PartyIndemnifying Person: (i) In the case of the representations and warranties of the Seller set forth in Section 3.1 (Organization9.3.1 at 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 2.1 (TaxesOrganization; Predecessors; Subsidiaries), within [***] 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), 3.2 (Power and Authorization), 3.4 (Noncontravention) or 3.5 (No Brokers); 9.3.2 at any time, in the case of any claim or suit based upon fraud, intentional misrepresentation or willful misconduct; 9.3.3 at any time prior to the ninetieth (90th) 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 2.17 (Organization, Standing and PowerEmployee Benefit Plans), Section 4.3 or 2.18 (Authority) and Section 4.13 (Brokers’ and Finders’ Fees) (collectively, the “Buyer Fundamental Representations”Environmental Matters), within [***] ; and 9.3.4 at any time prior to last day of the Closing. eighteenth (iii18th) In month following the case of the representations and warranties not otherwise set forth in Section 10.4(a)(i) or Section 10.4(a)(ii) (collectivelyClosing Date, 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 any breach of, or inaccuracy in, any other representation and warranty or any Loss arising from Liabilities described in Section 9.1.1, 9.1.6 or 9.2.1; provided that if, at any time prior to the representations and warranties expiration of the Seller respective survival period set forth in this Section 3.9 (Intellectual Property), the time period shall be [***] following the Closing; provided, however, that for the Seller’s Non-Fundamental Representations 9.3 with respect to any particular representation or warranty, any Indemnified Party delivers to any Indemnifying Party a written notice alleging the RTP Fab Acquired Assets existence of an inaccuracy in or a breach of such representation or warranty 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 asserting a claim for indemnification under Losses pursuant to Section 10.1(b) 9.1 or Section 10.2(b) based upon any breach of a covenant 9.2, then the representation or agreement warranty underlying the claim asserted in such notice and all indemnity obligations under this Agreement to be performed or complied with before or at the Closing may be made or asserted by any Person, Section 9 related thereto shall survive until such claim is finally and no obligation to indemnify, defend or hold harmless in respect thereof shall exist, unless written notice thereof is provided fully resolved in accordance with the terms hereof within [***] this Agreement. Claims for indemnification pursuant to any other provision of the Closing Date. (c) For the avoidance of doubt, Sections 9.1 and 9.2 or pursuant to Section 10 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 10.29.3.