Time Limitation for Claims. The Seller shall not be liable under this Agreement in respect of any claim unless a notice of the claim is given by the Purchaser or the Purchaser Nominee to the Seller within 12 months following Closing except that there shall be no time limitation for giving notice of any claim under paragraph 1.5(i) of Schedule 1. Any claim notified by the Purchaser or the Purchaser Nominee to the Seller pursuant to this paragraph shall specify the matters set out in paragraph 3.1.
Time Limitation for Claims. 9.1.1 The Seller shall not be liable for any Claim unless notice of the claim is given by the Purchaser to the Seller:
(i) in the case of any Claim (other than a Warranty Claim and a Tax Warranty Claim), without limit in time;
(ii) in the case of any Tax Warranty Claim, within 7 years following Closing; and
(iii) in the case of any Warranty Claim, within 24 months following Closing.
9.1.2 Subject to Clause 9.1.3, where notice has been given in respect of any claim for breach of Seller’s Warranty (other than in respect of a claim for breach of a Fundamental Warranty) in accordance with Clause 9.1.1, any such claim shall be deemed to have been irrevocably withdrawn and lapsed unless:
(i) proceedings in respect of any such claim have been issued and served on the Seller not later than the expiry of the period of 6 months after the date of that notice; or
(ii) any such claim is satisfied, settled or withdrawn before that date.
9.1.3 If any claim for breach of Seller’s Warranty (other than a claim for breach of a Fundamental Warranty) arises by reason of a Liability that is future, contingent and/or unquantifiable:
(i) the Seller shall not be under any obligation to make any payment for any such claim until such time as that Liability becomes an actual Liability, or is capable of being quantified, provided that this shall not prevent the Purchaser from serving notice and commencing proceedings in respect of any such claim; and
(ii) if any such claim has been notified to the Seller in accordance with the provisions of Clause 9.1.1, the 6 month period referred to in Clause 9.1.2 shall be deemed to commence on the date on which the relevant Liability ceases to be contingent or becomes quantifiable (as the case may be). Nothing in this Clause 9.1.3 shall operate to avoid a claim made in respect of a future, contingent and/or unquantifiable Liability within the time limit specified in Clause 9.1 and specifying the matters set out in Clause 10.1.
9.1.4 Save as expressly provided otherwise, each limitation on the Seller’s Liability in this Agreement shall be read and construed without prejudice to each of the other provisions relating to the same.
Time Limitation for Claims. Neither Provider nor you may institute any action in any form arising out of this Agreement more than eighteen
Time Limitation for Claims. No Seller shall be liable under this Agreement or any Local Transfer Document for breach of any Seller’s Warranty, any Tax Warranty or under the Tax Indemnity in respect of any claim unless a notice of the claim is given by the Purchaser to such Seller specifying the matters set out in Clause 11.2:
10.2.1 in the case of a claim under any of paragraphs 1, 2.1, 2.2.1, 2.2.3 or 2.5 of Schedule 13, within the applicable statutory limitation period;
10.2.2 in respect of claims under the Tax Warranties or the Tax Indemnity, before the date falling six months after the expiry of the period specified by statute during which an assessment of the relevant liability to Tax may be issued by the relevant Tax Authority; and
10.2.3 in the case of any other claim, before the date falling two years following Closing.
Time Limitation for Claims. The Seller shall have no obligation to indemnify the Purchaser in respect of any Claim unless notification of such claim is given by the Purchaser to the Seller in accordance with Clause 10.1 within 36 months after the Closing Date. Notwithstanding the preceding, any agreement, representation or warranty in respect of which indemnification may be sought under this Clause 9 shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if a Claim Notice in respect of the inaccuracy, incompleteness or breach thereof giving rise to such right to indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time.
Time Limitation for Claims. The Seller shall not be liable under this Agreement for breach of any Seller’s Warranty in respect of any claim unless a notice of the claim is given by the Purchaser to the Seller specifying the matters set out in Clause 11.2:
10.1.1 in the case of a claim under paragraphs 1 and 2.2 of Schedule 14, within the applicable statutory limitations period;
10.1.2 in the case of a claim under paragraph 3 of Schedule 14, within 6 years of the Closing Date;
10.1.3 in respect of claims under the Tax Warranties, before the date falling six months after the expiry of the period specified by statute during which an assessment of the relevant liability to Tax may be issued by the relevant Tax Authority; and
10.1.4 in the case of any other claim, within two years of the Closing Date.
Time Limitation for Claims. The Seller shall not be liable under this Agreement in respect of any Relevant Claim unless a notice of the Relevant Claim is given by the Purchaser to the Seller in accordance with Clauses 11.2 and 11.3:
Time Limitation for Claims. Neither Provider nor you may institute any action in any form arising out of this Agreement more than eighteen (18) months after the cause of action has arisen, or in the case of nonpayment, more than eighteen (18) months from the date of last payment.
Time Limitation for Claims. Notwithstanding any other provisions of this Agreement or the Facility Agreement to the contrary, the Seller shall not be liable for breach of any Warranty in respect of any claim:
9.1.1 unless a notice of the claim is given by the Relevant Purchaser to VIA Inc. including reasonable details of the claim and so far as practicable an estimate of the amount of any claim within three months following Closing; and
9.1.2 which claim is not satisfied, settled or withdrawn within six months of the date of notification of the claim under this Clause 9.1.1 unless proceedings in respect of it have been commenced by being both issued and served on the Seller, except that there shall be no time limitation for giving notice of any claim under paragraphs 1.1 and 4.3 of Schedule 7.
Time Limitation for Claims. The Seller shall not be liable under this Agreement in respect of any Losses resulting from a breach under the Seller’s Warranties unless the Purchaser gives a notice of the Losses to the Seller specifying the matters set out in Clause 13.2:
12.1.1 within the applicable statutory limitation period following Closing in respect of the Seller’s Warranties given in respect of the Shares and the Group Entities as contained in Paragraphs 1 and 2 of Schedule 16;
12.1.2 within sixty (60) days after expiry of the statutory limitation period applicable in the relevant jurisdiction for the Tax matter giving rise to such claims and any applicable term during which additional assessments can be levied under the relevant Law;
12.1.3 within three (3) years following Closing in respect of the Seller’s Warranties given in respect intellectual property matters as contained in Paragraph 13 of Schedule 16; and
12.1.4 within eighteen (18) months following Closing in respect of any other Seller’s Warranties.
