Common use of Time for Claims Clause in Contracts

Time for Claims. All of the representations and warranties set forth in this Agreement or in any Schedule, Ancillary Agreement, instrument or certificate delivered pursuant to this Agreement shall survive the Closing. No claim may be made or suit instituted seeking indemnification pursuant to 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 circumstances then known to the Person entitled to indemnification pursuant to this Article IX (each, an “Indemnified Party”) is furnished to the Person required to provide indemnification pursuant to this Article IX (each , an “Indemnifying Party”): (a) 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 (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 Sections 3.1 (Organization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.6 (Brokers Fees), 3.15 (Taxes) or 3.24 (Environmental); and (b) at any time prior to Final Release Date, in the case of any breach of, or inaccuracy in, any other representation, warranty and covenant in this Agreement.

Time for Claims. All The representations, warranties, covenants and agreements of the representations Company and warranties Parent and Merger Sub set forth in this Agreement or in any Schedule, Ancillary Agreement, instrument or certificate and the certificates delivered at Closing pursuant to this Agreement Sections 7.2(d) and 7.3(c) shall survive the Closing. No Notwithstanding the foregoing, no claim may be made or suit instituted seeking indemnification pursuant to Article IX for any breach of, Sections 8.1 or inaccuracy in, any representation, warranty or covenant 8.2 unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known is provided to the Person entitled to indemnification pursuant to this Article IX (each, an “Indemnified Party”) party that is furnished to the Person or may be required to provide indemnification pursuant to this Article IX the Indemnifying Party (each or, an “following the Closing, to the Representative, in the event the Indemnifying Party is a Seller Indemnifying Party”): (ai) at any time, time on or prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) limitations, in the case of (iA) 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, of the representations and warranties set forth in Sections 3.1 (Organization and AuthorityQualification; Subsidiaries), 3.2 (Capitalization and OwnershipOrganizational Documents), 3.3 (Authorization of Agreement), 3.4 (Capitalization), Sections 3.10 (Employee Benefit Plans) or 3.11 (Taxes), 3.20 (Brokers), 4.1 (Organization and Qualification), 4.2 (Authorization of TransactionAgreement) or 4.4 (Financial Ability), 3.6 (Brokers FeesB) Sections 8.1(b) through 8.1(f) (other than any breach of a covenant set forth in Section 5.1 of this Agreement) or Section 8.2(b) or (C) any claim or suit based upon fraud or willful breach; (ii) except as set forth in Sections 8.3(a)(i), 3.15 (Taxes) or 3.24 (Environmental); and (b) at any time prior to Final Release the date that is eighteen (18) months from the Closing Date, in the case of (A) any breach ofof any representation or warranty in Articles III or IV of this Agreement or any breach of a covenant set forth in Section 5.1 of this Agreement or (B) any claim brought under Section 8.1(g). Except as set forth above, all covenants or inaccuracy in, any other representation, warranty and covenant agreements of the parties in this Agreement 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 the representations and warranties of the 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 as “Special Damages.”

Time for Claims. All of the representations and warranties set forth in this Agreement or in any Schedule, Ancillary Agreement, instrument or certificate delivered pursuant to this Agreement shall survive the Closing10.3.1. No claim may be made or suit instituted seeking indemnification pursuant to Article IX for any breach ofSection 10.1.1.(a), Section 10.1.2.(a) or inaccuracy in, any representation, warranty or covenant Section 10.2.1.a) unless a written notice describing such breach or inaccuracy claim in reasonable detail in light of the circumstances then known to the Person entitled to indemnification pursuant to this Article IX (each, an “Indemnified Party”) Party is furnished provided to the Person required to provide indemnification pursuant to this Article IX (each , an “Indemnifying 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 Company Fundamental Representations or Buyer Fundamental Representations; (b) at any time, in the case of any claim or suit based upon Fraud; (c) at any time prior to the thirtieth 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 (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 Sections 3.1 (Organization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.6 (Brokers Fees), 3.15 (matters relating to Taxes) or 3.24 (Environmental); and (bd) at any time prior to Final Release Date, within twelve (12) months of the Closing in the case of any breach of, or inaccuracy in, any other representation, representation and warranty and covenant in this Agreement. 10.3.2. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1(c) (except with respect to Taxes, which shall be treated in accordance with Section 10.3.3) unless a written notice describing such claim in reasonable detail in light of the circumstances then known to the Indemnified Party is provided to the Indemnifying Party at any time within twelve (12) months of the Closing. 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).

Time for Claims. All of the representations and warranties set forth in this Agreement or in any Schedule, Ancillary Agreement, instrument or certificate delivered pursuant to this Agreement shall survive the Closing. No claim may be made or suit instituted seeking indemnification pursuant to Article IX Section 9.01(a)(i) or 9.02(a)(i) for any breach of, or inaccuracy in, any representation, warranty or covenant statement or pursuant to Section 9.01(a)(iv) (with notice deemed to have been given as provided in paragraph (c) below) unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known is provided to the Person entitled to indemnification pursuant to this Article IX (each, an “Indemnified Party”) is furnished to the Person required to provide indemnification pursuant to this Article IX (each , an “Indemnifying Party”):: (ai) 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 (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 Sections 3.1 4.01 (Organization and AuthorityOrganization), 3.2 4.02 (Power and Authorization), 4.04(b)(iii) (Noncontravention), 4.05 (Capitalization and Ownershipof the Company), 3.4 5.01 (Authorization of TransactionOrganization), 3.6 5.02 (Brokers FeesPower and Authorization), 3.15 5.04(b)(iii) (TaxesNoncontravention) or 3.24 5.05 (EnvironmentalNo Brokers); and; (bii) at any time, in the case of any claim or suit based upon fraud or intentional misrepresentation; (iii) at any time prior to Final Release Datethe 60th day after expiration of the applicable Tax statute of limitations, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Section 4.13 (Tax Matters); and (iv) at any time prior to the second anniversary of the Closing Date (for example, if the Closing Date is December 27, 2011 the expiration date will be December 27, 2013), in the case of any breach of, or inaccuracy in, any other representation, warranty and covenant or statement in this Agreement or in any Schedule or certificate delivered pursuant to this Agreement. Claims for indemnification under Article X (Tax Matters) may not be asserted after the 60th day after expiration of the applicable Tax statute of limitations, Claims for indemnification pursuant to any other provision of Sections 9.01(a) or 9.02(a) or are not subject to the limitations set forth in this Section 9.03.