Common use of Time Limitation for Claims Clause in Contracts

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of a Fundamental Warranty) in accordance with Clause 9.1.1, any such claim shall be deemed to have been irrevocably withdrawn and lapsed unless: (i) proceedings in respect of any such claim have been issued and served on the Seller not later than the expiry of the period of 6 months after the date of that notice; or (ii) any such claim is satisfied, settled or withdrawn before that date. 9.1.3 If any claim for breach of Seller’s Warranty (other than a claim for breach of a Fundamental Warranty) arises by reason of a Liability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. 9.1.1 (a) The Seller Sellers shall not be liable for in respect of any Claim claim in relation to the Fundamental Warranties or Clause 5 unless a notice of the claim is given by the Purchaser to the Seller:Sellers reasonably specifying the legal and factual basis of the claim and the evidence on which the Purchaser relies and, if practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim (including any losses which are contingent on the occurrence of any future event) no later than 36 months following the Closing Date. (ib) 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 The Sellers shall not be liable in respect of any claim in relation to the Business Warranties, covenants or other agreements or undertakings to be made or performed by the Sellers unless a notice of the claim is given by the Purchaser to the Sellers reasonably specifying the legal and factual basis of the claim and the evidence on which the Purchaser relies and, if practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim (including any losses which are contingent on the occurrence of any future event) no later than 2 years following the Closing Date, except for a notice of claim for a breach of Seller’s Warranty Clause 10.7 (other than in respect of a claim for breach of a Fundamental WarrantyTax) in accordance with Clause 9.1.1, any such claim shall which may 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 given until 3 months after the date of that notice; orthe relevant Tax has been finally and irrevocably determined. (iic) If the Purchaser or, following Closing, any such claim is satisfied, settled Group Company becomes aware of any matter or withdrawn before that date. 9.1.3 If any claim for breach of Seller’s Warranty (other than circumstance which gives rise to a claim for breach against the Sellers under this Agreement, the Purchaser shall as soon as reasonably practicable, and in any event within 30 Business Days, give notice in writing to the Sellers setting out such information as is available to the Purchaser or Group Company and as is reasonably necessary to enable the Sellers to assess the merits of a Fundamental Warranty) arises by reason of a Liability that is futurethe claim, contingent and/or unquantifiable: (i) the Seller shall not be under any obligation to act to preserve evidence and 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 (provision as the case Sellers may be)consider necessary. 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.24 (34) Execution Version

Time Limitation for Claims. 9.1.1 10.1.1 If the Buyer becomes aware of any potential Claim, the Buyer shall as soon as reasonably practicable give a notice of the Claim in writing to the Seller specifying the matters set out in Clause 11.1. Subject to Clause 10.1.2, failure to give any notice under this Clause will in no way prejudice the Buyer’s ability to bring a Claim except that the Seller shall not be liable for such Claim to the extent that its liability under such Claim has arisen or increased as a result of such failure. 10.1.2 The Seller shall not be liable for any Claim unless a notice of the claim 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 Buyer 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 11.1: (a) in respect of any Claim for breach of any Fundamental Warranty, [***] following the Completion Date; (b) in respect of any Tax Claim, the last date of the period which is [***] after the Completion Date provided that if upon expiry of such period a Tax Audit of any Group Company in respect of a period prior to Completion has been notified or is ongoing then such time period shall be extended to amount to [***] after the Completion Date; (c) in respect of a Claim under the Title Indemnity, [***] following the Completion Date; (d) in respect of any Indemnity Claim (other than a Claim under the Tax Indemnity or Title Indemnity), [***] following the Completion Date; (e) in respect of any other Claim, [***] following the Completion Date. 10.1.3 The Seller shall not be liable for any Claim (that has not been previously satisfied or settled between the Seller and the Buyer or withdrawn by the Buyer) unless the Buyer issues and serves legal proceedings on the Seller in respect of such Claim within [***] of the date on which the Buyer notified the Seller of the Claim in accordance with Clause 10.1. 9.1.4 Save as expressly provided otherwise1. In respect of a Claim referred to in Clause 10.11, each limitation on such legal action need not be brought until [***] after the Seller’s Liability in this Agreement shall be read and construed without prejudice to each first of the other provisions relating loss becoming ascertainable or ceasing to the samebe contingent.

Time Limitation for Claims. 9.1.1 The Seller YNV shall not be liable for any Claim unless Sberbank or the Sberbank Nominee has: 10.1.1 given written notice to YNV of such potential Claim specifying the claim is given matters set out in Clause 11.1, by no later than the Purchaser to the Sellerdate specified below: (i) in the case respect of any Claim (other than a Warranty Claim and a Tax Warranty Claim)under any Title or Capacity Warranty, without limit in time** following the Closing Date; (ii) in the case respect of any Tax Warranty Claim, within 7 years the last date of the period which is ** after the Closing Date provided that if upon expiry of such period a tax audit of any Group Company in respect of a period prior to Closing has been notified or is ongoing then such time period shall be extended until the date which is ninety (90) days following the date on which the final binding decision (which has entered into legal force) is issued by the relevant Tax Authority in relation to a tax audit of any Group Company for a period prior to Closing; and. (iii) in the case respect of any Warranty ClaimIndemnity Claim or any Claim under any Material Warranty, within 24 months ** following Closing.the Closing Date; 9.1.2 Subject to Clause 9.1.3, where notice has been given (iv) 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 9.1.1Claim, 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 ** following 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 claimClosing Date; and (ii) if any such claim has been notified to the Seller 10.1.2 unless otherwise agreed 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 writing by YNV or unless the relevant Liability ceases to be contingent Claim has previously been settled between YNV and Sberbank or becomes quantifiable the Sberbank Nominee (as the case may be), commenced and served proceedings in respect of such Claim within six (6) months of the date of notification of such Claim in accordance with Clause 10.1. 1. Nothing in this Clause 9.1.3 shall operate to avoid Where a claim Claim is made in respect of a futurematter where the loss to Sberbank or the Sberbank Nominee (as the case may be) or to a Group Company is uncertain, or such Claim is unascertainable or otherwise contingent and/or unquantifiable Liability within on another event, such legal action need not be brought until six (6) months after 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 first of the other provisions relating loss becoming ascertained or ascertainable or ceasing to the samebe contingent.

Time Limitation for Claims. 9.1.1 (a) The Seller Sellers shall not be liable for in respect of any Claim claim in relation to the Fundamental Warranties or Clause 5 unless a notice of the claim is given by the Purchaser to the Seller:Sellers reasonably specifying the legal and factual basis of the claim and the evidence on which the Purchaser relies and, if practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim (including any losses which are contingent on the occurrence of any future event) no later than 36 months following the Closing Date. (ib) 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 The Sellers shall not be liable in respect of any claim in relation to the Business Warranties, covenants or other agreements or undertakings to be made or performed by the Sellers unless a notice of the claim is given by the Purchaser to the Sellers reasonably specifying the legal and factual basis of the claim and the evidence on which the Purchaser relies and, if practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim (including any losses which are contingent on the occurrence of any future event) no later than 2 years following the Closing Date, except for a notice of claim for a breach of Seller’s Warranty Clause 10.7 (other than in respect of a claim for breach of a Fundamental WarrantyTax) in accordance with Clause 9.1.1, any such claim shall which may 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 given until 3 months after the date of that notice; orthe relevant Tax has been finally and irrevocably determined. (iic) If the Purchaser or, following Closing, any such claim is satisfied, settled Group Company becomes aware of any matter or withdrawn before that date. 9.1.3 If any claim for breach of Seller’s Warranty (other than circumstance which gives rise to a claim for breach against the Sellers under this Agreement, the Purchaser shall as soon as reasonably practicable, and in any event within 30 Business Days, give notice in writing to the Sellers setting out such information as is available to the Purchaser or Group Company and as is reasonably necessary to enable the Sellers to assess the merits of a Fundamental Warranty) arises by reason of a Liability that is futurethe claim, contingent and/or unquantifiable: (i) the Seller shall not be under any obligation to act to preserve evidence and 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 (provision as the case Sellers 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 10.1consider necessary. 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. 9.1.1 11.1.1 The Seller shall not be liable for any Claim under this Agreement unless a notice of the claim is given by the Purchaser to the Seller providing detailed information of the legal and factual basis of the claim and the evidence then available on which the Purchaser relies and, if practicable, an estimate of the amount of losses which are, or are to be, the subject of the claim (including any losses which are contingent on the occurrence of any future event) within fifteen (15) months from the Closing Date, except that there shall be no time limitation for giving notice of any claim under Clause 1.1 (The Shares and the Group Companies), Clause 1.2 (Incorporation), Clause 4.1 (Authorization) and Clause 5 (Subsidiaries) of Schedule 4 (Seller:’s Warranties). 11.1.2 If the Purchaser becomes aware of any third party claim that the Purchaser Parties would reasonably expect to result in a claim against the Seller under this Agreement, the Purchaser shall within thirty (i30) Business Days give notice in writing to the Seller setting out such information as is available to the Purchaser as is reasonably necessary to enable the Seller to assess the merits of the claim, to act to preserve evidence and to make such provision as the Seller may consider necessary; provided that failure to give notice within such period shall not affect the rights of the Purchaser except to the extent that the Seller is prejudiced by the failure. 11.1.3 Any claim notified pursuant to Clause 11.1.1 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn twelve (12) months after the relevant time limit set out in Clause 11.1.1 if Purchaser is not at such time continuing to use commercially reasonable efforts to resolve or finalize such claim or, in the case of any Claim contingent liability, twelve (other than a Warranty Claim 12) months after such contingent liability becomes an actual and a Tax Warranty Claim)definitive liability, without limit unless in time; each case at such time legal proceedings (iior arbitration proceedings hereunder) 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 the relevant claim have been commenced by being both 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 dateserved. 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. 9.1.1 The 6.1.1 Neither the Seller nor the Purchaser shall not be liable for in respect of any Claim claim under this Agreement unless a written notice of the claim is given to it 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 party specifying the matters set out in Clause 10.16.1.2 before 30 April 2014 and legal proceedings in respect of such claim (if it has not been previously satisfied, settled or withdrawn) is commenced on or before 31 December 2014 provided that such time limitations for claims do not apply to any claims in relation to the Fundamental Warranties or Tax. Written notice of any claims for breach of a Fundamental Warranty must be given to the other party specifying the matters set out in Clause 6.1.2 before the date that is two (2) years from the date of Closing and legal proceedings in respect of such claim (if it has not been previously satisfied, settled or withdrawn) must be commenced on or before the date that is two (2) years and six (6) months from the date of Closing. Written notice of any claims relating to Tax, including under the Tax Indemnity, must be given to the other party specifying the matters set out in Clause 6.1.2 by the earlier of (i) the expiry of the applicable statutory period of limitation in respect of claims relating to Tax and (ii) the date that is five (5) years from the date of Closing, and legal proceedings in respect of each such claim (if it has not been previously satisfied, settled or withdrawn) must be commenced on or before the earlier of (a) the date that is six (6) months after the expiry of the applicable statutory period of limitation in respect of claims relating to Tax and (b) the date that is five (5) years and six (6) months from the date of Closing. 9.1.4 Save 6.1.2 Notices of claims for breach of any Warranty shall be given by the Purchaser to the Seller or by the Seller to the Purchaser (as expressly provided otherwise, each limitation on the Seller’s Liability case may be) within the time limits specified in this Agreement shall be read Clause 6.1, specifying in reasonable detail the legal and construed without prejudice to each factual basis of the other provisions relating claim and the evidence on which the Purchaser or the Seller (as the case may be) relies and, if practicable, an estimate of the amount of Losses which are, or are to be, the samesubject of the claim.