Time Limitations on Claims. No claim for indemnification may be made pursuant to Section 5.2(a) , Section 5.2(e), Section 5.3(a) or Section 5.3(e) following the one (1) year anniversary of the Closing Date, except that:
(i) any claim based on any inaccuracy or breach of the representations made in Section 2.10 (Intellectual Property), Section 2.7 (Tax Matters) and claims for indemnification for Tax Claims may be made until thirty (30) days after the expiration of the applicable statutes of limitation;
(ii) any claim based on any inaccuracy or breach of the representations made in Section 2.23 (Absence of Questionable Payments), Section 2.26 (Export Control) or Section 2.27 (FDA Regulatory Compliance) shall survive until the three (3) year anniversary of the Closing Date; and
(iii) any claim based on any inaccuracy or breach of the representations made in Section 2.1 (Organization and Qualification), Section 2.2 (Authority to Execute and Perform Agreements), Section 2.3 (Noncontravention), or Section 2.9 (Title to Assets), Section 2.20 (Environmental Matters), Section 3.1 (Organization and Qualification) or Section 3.2 (Authority to Execute and Perform Agreements) shall survive until the six (6) year anniversary of the Closing Date;
(iv) to the extent that any claim based on inaccuracy or breach of the representations made in Section 5.2(e) or Section 5.3(e) are covered under clauses (i), (ii) or (iii), then the Expiration Date for such claims shall be as set forth in such clauses and shall not be limited to one (1) year. Each of the respective dates set forth above are referred to herein as an “Expiration Date” with respect to the applicable claim. Each of the claims referred to above in clauses (i), (ii) and (iii) relating to Section 2.10 (Intellectual Property), Section 2.7 (Tax Matters), Section 2.1 (Organization and Qualification), Section 2.2 (Authority to Execute and Perform Agreements), Section 2.3 (Noncontravention), Section 2.9 (Title to Assets), Section 2.20 (Environmental Matters), Section 3.1 (Organization and Qualification) and Section 3.2 (Authority to Execute and Perform Agreements) shall be referred to as a “Fundamental Claim.”
Time Limitations on Claims. Any actions arising out of or related to Contractor’s performance of the work, including any action arising under the Agreement, must be commenced with one
(1) year after substantial completion of Contractor’s work hereunder, and no such action may be maintained which is not commenced within such one (1)-year period.
Time Limitations on Claims. Except as otherwise expressly provided herein, any action that Buyer may have against Seller alleging Seller’s breach of any provision of the Contract must be commenced within one (1) year following Xxxxx’s discovery of the alleged breach, or such claim shall be forever barred.
Time Limitations on Claims. No indemnification shall be payable (i) by the Company Securityholders, pursuant to Section 8.2(a) (other than for a claim for indemnification arising out of or related to any Fundamental Representation or the representations and warranties set forth in Section 2.10 (Taxes) and Section 2.27 (Healthcare Regulatory Matters)) following the Escrow Release Date, (ii) by the Buyer, pursuant to Section 8.3(a) following the Escrow Release Date, (iii) by the Company Securityholders for a claim arising out of or related to any Fundamental Representation following the sixtieth (60th) day after expiration of the statute of limitations period applicable thereto or (iv) by the Company Securityholders for a claim arising out of or related to the representations and warranties set forth in Section 2.10 (Taxes) and Section 2.27 (Healthcare Regulatory Matters) following the three (3) year anniversary of the Closing Date; provided, however, that, in each case, if written notice of a claim for indemnification under Section 8.2(a) or 8.3(a) shall have been provided to the Securityholder Representative or Buyer, as the case may be, prior to the applicable expiration date, in good faith and in accordance with Section 8.6 or Section 11.3(f), then any representations or warranties that are the subject of such claim for indemnification that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim is fully and finally resolved.
Time Limitations on Claims. No indemnification shall be payable pursuant to Section 9.2(a) or 9.3(a) with respect to claims made after the earlier of (a) the date that is thirty (30) days after the delivery of the audited financial statements of Buyer for 2015 or (b) May 31, 2016, except that indemnification for claims based on any inaccuracy or breach of the representations made in (i) Sections 3.9 (Tax Matters), and 3.18 (Employee Plans) shall survive for sixty (60) days following the expiration of the applicable statute of limitations giving effect to any waiver, mitigation or extension thereof, and (ii) Sections 3.1 and 5.1 (Good Standing), 3.2 and 5.2 (Authority), the first sentence of 3.5(a) (Title to Assets), 3.7(b) (Indebtedness), 3.7(c)(Transaction Expenses), and 3.23 (Broker’s Fees) shall survive the Closing until the three year anniversary of the Closing Date (such claims in clauses (i) and (ii) being collectively referred to as the “Special Carve-Out Claims”). If a Demand has been given prior to the expiration of the applicable representations and warranties by a Party hereto to another Party hereto in accordance with Section 9.6, then the relevant representations and warranties shall survive as to such Demand until the claim has been finally resolved. The covenants and other agreements contained herein shall survive until fully performed in accordance with their terms; provided, however that any covenant in this Agreement with respect to Taxes shall survive until thirty (30) days following the expiration of the applicable statute of limitations (as extended).
Time Limitations on Claims. An Indemnified Party shall not be entitled to indemnification pursuant to this Section 16 with respect to any claim for indemnification pursuant to subparagraph 16(c)(i) or Subparagraph 16(d)(i) unless written notice of such claim is given by the Indemnified Party to the Indemnifying Party within the applicable Survival Period.
Time Limitations on Claims. An Indemnified Party shall not be entitled to indemnification pursuant to this Section 14 with respect to any claim for indemnification pursuant to subparagraph 14(c)(i) or subparagraph 14(d)(i) unless written notice of such claim is given by the Indemnified Party to the Indemnifying Party within the applicable Survival Period. Any claims for indemnification pursuant to subparagraph 14(c)(i) or subparagraph 14(d)(i), as the case may be, for which no such notice is given with the applicable Survival Period, may not be asserted after the expiration of the applicable Survival Period and is waived, relinquished and barred.
Time Limitations on Claims. For International Carriage, no action shall be maintained for any loss of, or damage to, or any delay in the delivery of, any property or Baggage, or on any other claim (except claims for personal injury or death), arising out of or in connection with transportation of, or failure to transport any Passenger or property or Baggage unless the claim is presented in writing to an office of Alaska or its agent, or in the case of interline transportation, to the Carrier alleged to be responsible therefore immediately after the discovery or at the latest, within seven (7) days from the date of receipt of Checked Baggage. In the case of delay, the complaint must be made at the latest within twenty-one (21) days from the date on which the Baggage has been returned; reimbursement will be based upon acceptable proof of claim. For Domestic Carriage, notice and proof of loss must be presented in writing to an office of Alaska within forty-five (45) days after the alleged occurrence of the events giving rise to the claim, and any legal action arising from those events must be initiated within two (2 years). Any written notification received within 45 days after which clearly indicates the nature of the claim is sufficient to meet the requirements for timely notice. Failure to give the above notice shall not be a bar if the claimant can show good cause for his/her failure to bring the claim within 45 days.
Time Limitations on Claims. No indemnification shall be payable pursuant to Section 11.2, 11.3 or 11.4 on or after the earlier to occur of (1) the end of the 18th full calendar month after the Closing Date and (2) the 30th day after the delivery to Barnabus of the Company's 2006 Financial Statements, unless a claim for such indemnification is made prior to such date (the "Expiration Date"); except that indemnification for claims based on any inaccuracy or breach of the representations made in Section 3.1 (Title to Shares) shall be payable until after the expiration of the applicable statute of limitations under New York law, unless a claim for such indemnification is made prior to such date. The limitations of this Section 11 shall not apply in the case of a fraud or intentional misrepresentation by any party, or a deliberate or willful breach by any party of its representations or warranties under this Agreement or in any schedule, document or certificate delivered in connection with this Agreement.
Time Limitations on Claims. No indemnification shall be payable pursuant to Section 7.2(a) or Section 7.4(a) unless the applicable Indemnitee provides the applicable Indemnitor (as such terms are defined below) with a written claim for Losses with respect thereto on or prior to the twelve (12) month anniversary of the Closing Date, except that indemnification for claims based on any inaccuracy or breach of the representations made in Sections 2.1 (Organization), 2.2 (Authority), 2.6 (Compliance with Laws), 2.7 (Tax Matters), 2.8 (Litigation), 2.9(b) and (c) (Properties; Title to Assets), 2.11 (Intellectual Property), 2.16 (Environmental Matters), 2.19 (Relationships with Affiliates), 2.25 (Broker’s Fee), 3.1 (Organization), 3.2(Authority to Execute and Perform Agreements) and 3.4 (Broker’s Fee) (such claims referred to above being collectively referred to as the “Specified Claims”), shall be payable until the expiration of the applicable statutes of limitation, including any extensions thereof.
