Common use of Time for Claims Clause in Contracts

Time for Claims. 10.3.1 No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1 Section 10.2.1 unless a written notice describing the breach of, or inaccuracy in, any representation or warranty, or the breach or violation of any covenant or agreement, or the purported fraud or other cause for indemnification, in each case, in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 and 4.1 (Organization), 3.2 (Capitalization), 4.2 (Power and Authorization), 3.3(e) (Breach of Organizational Documents), 3.12 and 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers); (b) at any time prior to 90 days following the expiration of the applicable statute of limitations, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 3.11 (Taxes); (c) at any time prior to the first anniversary of the Closing Date, in the case of any claim or suit based upon fraud; and (d) at any time prior to the first anniversary of the Closing Date, in the case of (i) any breach of, or inaccuracy in, any other representation and warranty in this Agreement or (ii) any breach of any covenant or agreement to be performed prior to the Closing. 10.3.2 Indemnification Claims pursuant to any other provision of Sections 10.1.1 and 10.2.1 are not subject to the limitations set forth in this Section 10.3.

Time for Claims. 10.3.1 (a) No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1 11.1(a)(i) or Section 10.2.1 unless a written notice describing the 11.2(a)(i) for any breach of, or inaccuracy in, any representation or warranty, or the breach or violation of any covenant or agreement, or the purported fraud or other cause for indemnification, in each case, in reasonable detail in light of the circumstances then known warranty unless a written notice pursuant to the Indemnified Party, Section 11.4 is provided to the Indemnifying Party:Indemnitor (as defined below): (ai) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 Section 5.1 (Organization and 4.1 (OrganizationAuthority), 3.2 Section 5.6 (CapitalizationAssets), 4.2 (Power and Authorization), 3.3(e) (Breach of Organizational Documents), 3.12 and 4.6 Section 5.25 (No Brokers), 5.1 Section 7.1 (Organization), 5.2 (Power Organization and Authorization), 5.4(e) (Breach of Organizational DocumentsAuthority) or 5.6 Section 7.5 (No Brokers); (bii) at any time prior to 90 days following the expiration sixth anniversary of the applicable statute of limitationsClosing Date, in the case of any a breach of, or inaccuracy in, the representations and warranties set forth in Section 3.11 5.16 (TaxesEnvironmental Matters); (ciii) at any time prior to the first 60th day following the expiration of the applicable statute of limitations, in the case of a breach of, or inaccuracy in, the representations and warranties set forth in Section 5.5 (Taxes) and Section 5.13 (Employee Benefits; ERISA); or (iv) at any time prior to the second anniversary of the Closing Date, in the case of any claim or suit based upon fraud; and (d) at any time prior to the first anniversary of the Closing Date, in the case of (i) any breach of, or inaccuracy in, any other representation and warranty in this Agreement or (ii) any breach of any covenant or agreement to be performed prior to the ClosingAgreement. 10.3.2 Indemnification (b) Claims for indemnification pursuant to any other provision of Sections 10.1.1 Section 11.1 and 10.2.1 Section 11.2 are not subject to the limitations set forth in this Section 10.311.3.

Time for Claims. 10.3.1 No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1 Section 10.2.1 10.1.1(a) or 10.2.1(a) for any breach of any representation or warranty unless a written notice describing the such breach of, or inaccuracy in, any representation or warranty, or the breach or violation of any covenant or agreement, or the purported fraud or other cause for indemnification, in each case, in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: (a) at any time, in the case of any breach of, or inaccuracy in, of the representations and warranties set forth in Sections 3.1 and 4.1 3.1.1 (Organization), 3.2 (Power and Authorization), 3.4 (Breach of Organizational Documents), 3.5 (Capitalization), 3.24 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 3.3(e) 4.4 (No Breach of Organizational DocumentsDocuments of Seller), 3.12 and 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) 5.4 (Breach of Organizational Documents) or 5.6 5.5 (No Brokers); (b) at any time prior to 90 days following the expiration of the applicable statute of limitationstime, in the case of any breach ofclaim or suit based upon violations of law, fraud or inaccuracy in, the representations and warranties set forth in Section 3.11 (Taxes)intentional misrepresentation; (c) at any time prior to the first anniversary thirtieth day after the expiration of the Closing Date, applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any claim breach of the representations and warranties set forth in Sections 3.13 (Tax Matters), 3.12.1 (Compliance with Legal Requirements), 3.12.2 (No Illegal Payments, Etc.) or suit based upon fraud; and3.14 (Employee Benefit Plans); (d) at any time prior to the first seventh anniversary of the Closing DateDate in the case of any breach of the representations set forth in Section 3.11 (Intellectual Property); and (e) at any time prior to August 15, 2006, in the case of (i) any breach of, or inaccuracy in, of any other representation and warranty in this Agreement or (ii) any breach of any covenant or agreement to be performed prior to the ClosingAgreement. 10.3.2 Indemnification Claims pursuant to any other provision of Sections 10.1.1 and 10.2.1 are not subject to the limitations set forth in this Section 10.3.