TIME LIMITS FOR BRINGING CLAIMS. No claim shall be brought against the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers in respect of any of the Warranties, under the Tax Covenant or in respect of PARAGRAPH 16 of SCHEDULE 8 unless the Purchaser shall have given to the Vendor written notice of such claim specifying (in reasonable detail (to the extent reasonably practicable)) the matter which gives rise to the claim, the nature of the claim and the amount claimed in respect thereof (detailing (to the extent reasonably practicable) the Purchaser's calculation of the loss thereby alleged to have been suffered by it):-
(i) subject to SUB-PARAGRAPHS (ii) and (iii), on or before the second anniversary of the Completion Date;
(ii) in respect of any claims under the Tax Warranties or the Tax Covenant on or before the seventh anniversary of the Completion Date; and
(iii) in respect of any claims pursuant to PARAGRAPH 16 of SCHEDULE 8, on or before the fifth anniversary of the Completion Date, PROVIDED that, subject to SUB-PARAGRAPHS 5(A) and (B), the liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers in respect of such claim shall absolutely terminate (if such claim has not been previously satisfied, settled or withdrawn) if legal proceedings in respect of such claim shall not have been commenced within 12 months of the service of such notice and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been properly issued and validly served upon the Vendor, the relevant Share Seller, the US Business Seller or the relevant IP Asset Seller (as the case may be).
TIME LIMITS FOR BRINGING CLAIMS. 2.1 No claim shall be brought against a Seller in respect of any of the Warranties or under the Tax Covenant unless the Purchaser or the other Seller (as applicable) shall have given to such Seller written notice of such claim promptly and in any event:
(A) subject to sub-paragraph 2.1(B) of this Schedule 4, on or before the date falling 18 months after the Completion Date; or
(B) in respect of any claims under the Tax Warranties or the Tax Covenant, not later than the date falling three months after the expiry of the period specified by statute during which an assessment of that liability to Tax may be issued by the relevant Tax Authority or, if there is no such period, on or before the date falling three months after the sixth anniversary of the Completion Date.
TIME LIMITS FOR BRINGING CLAIMS. The Warrantors are not liable for a Warranty Claim in respect of any Warranty unless the Investor has notified the Warrantors of the Warranty Claim stating in reasonable detail the nature of the Warranty Claim and the amount claimed (detailing the Investor’s calculation of the loss thereby alleged to have been suffered) on or before:
2.1 in respect of a Warranty Claim in respect of the Fundamental Warranties, the expiry of six (6) years starting on, but not including, the Completion Date;
2.2 in respect of a Warranty Claim in respect of the Warrantors’ Warranties set out at paragraphs 5 (Tax) and 13 (Pensions, Social Insurance Funds and Social Welfare Schemes) of Schedule 4 (Warrantors’ Warranties), the expiry of four (4) years starting on, but not including, the Completion Date; and
2.3 in respect of all other Warranty Claims, the expiry of one (1) year starting on, but not including, the Completion Date.
TIME LIMITS FOR BRINGING CLAIMS. 1.1 No Sellers shall be liable under the Title and Capacity Warranties or the Indemnities in clause 10.1(a) or 10.1(b) in respect of any claim unless and until the applicable Seller shall have received from the Buyer written notice containing details of the relevant claim including its estimate of the amount of the claim and specifying the matter or default in reasonable detail which gives rise to the claim on or before the tenth (10) anniversary of the Completion Date.
1.2 The Sellers shall not be liable under the Warranties or the Indemnity in clause 10.1(c) in respect of any claim unless and until they shall have received from the Buyer written notice containing details of the relevant claim including its estimate of the amount of the claim specifying the matter or default in reasonable detail which gives rise to the claim on or before the date being eighteen (18) months after the Completion Date, or, in the case of the Tax Warranties or under the Tax Covenant by 31 December 2017.
1.3 Any claim under the Warranties, the Tax Warranties or the Indemnity in clause 10.1(c) shall (if not previously satisfied, withdrawn or settled) be deemed to have been withdrawn and waived by the Buyer unless arbitration proceedings in respect of such claim have been commenced (whether by serving a request for arbitration or otherwise) in accordance with the relevant arbitration rules within six (6) months of the notification of such claim to the relevant Seller pursuant to paragraph 1.2. Any claim under the Tax Covenant shall be ongoing for so long as a tax audit by a Tax Authority into one or more Prior Financial Years has started but not completed.
1.4 Neither of the Sellers in respect of the Title and Capacity Warranties, the Warranties, or the Indemnities shall be liable in respect of any claim which is based upon a liability which, at the time such claim is notified to the Sellers, is contingent only or otherwise not capable of being quantified unless and until such liability ceases to be contingent or becomes capable of being quantified. Subject to such claim being notified to the Sellers within the time limit specified in paragraph 1.1 or paragraph 1.2, the time limit for commencing arbitration proceedings for the purposes of paragraph 1.3 shall begin on the date on which such liability ceases to be contingent or becomes capable of being quantified, provided, however, that the Sellers shall have no obligation to make any payment in respect of such claim (i) once the...
TIME LIMITS FOR BRINGING CLAIMS. The Seller cannot make any claim for breach of any Buyer's Warranty, under an indemnity in this document, or based on a breach of any provision of this document, and the liability of the Buyer for a claim is absolutely barred, unless the Seller gives to the Buyer within 1 year after Completion, notice of the claim describing the proposed claim sufficiently to put the Buyer fairly on notice of the matter in question, and (to the extent the Seller is reasonably able) of the likely amount of the claim.
TIME LIMITS FOR BRINGING CLAIMS. The Seller is not liable in respect of a Relevant Claim unless the Buyer has given the Seller written notice of the Relevant Claim (stating in reasonable detail the nature of the Relevant Claim and, if practicable, the amount claimed):
2.1 on or before the seventh anniversary of Completion in respect of a Relevant Claim under the Tax Deed or for breach of a Warranty contained in paragraph 6 of schedule 4; and 2.2 on or before 28 February 2003 in respect of another Relevant Claim.
TIME LIMITS FOR BRINGING CLAIMS. No claim shall be brought against Rosneft under this Agreement (other than Clauses 3, 5, 16.9, 20, 21, 24, 27 and 29) unless a member of the Seadrill Group or a member of the NADL Group shall have given to Rosneft written notice of such claim specifying (in reasonable detail) the matter which gives rise to the claim, the nature of the claim and the amount claimed in respect thereof (if known) and a reasonable estimate of the loss thereby alleged to have been suffered by it:
TIME LIMITS FOR BRINGING CLAIMS. 1.1 The Management Warranties shall survive Completion. The Buyer will not be entitled to bring any Claim:
TIME LIMITS FOR BRINGING CLAIMS. No claim shall be brought against the Seller in respect of any breach of the Warranties or under the Tax Covenant unless the Purchaser shall have given to the Seller written notice of such claim specifying (in reasonable detail) the matter which gives rise to the breach or claim, the nature of the breach or claim and the amount claimed in respect thereof (detailing the Purchaser's calculation of the loss thereby alleged to have been suffered by it or the Company if relevant):-
(A) on or before the seventh anniversary of Completion in respect of claims in respect of any breach of the Tax Warranties or under the Tax Covenant; or
(B) on or before the date falling three months after the completion of the accounts of the Company in respect of the financial year ending on 31 December 1998, in respect of any other matters. PROVIDED that the Purchaser's compliance with sub-clause (A) of clause 7 (Claims Procedure) of the Tax Covenant shall be sufficient notice of a claim under the Tax Covenant or in respect of any breach of the Tax Warranties for the purposes of this paragraph. No time limit shall apply in relation to claims under the Undertaking set out in clause of this Agreement.
TIME LIMITS FOR BRINGING CLAIMS. Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
2.1 The Warrantors shall have no liability for a Claim unless they receive from the Buyer written notice of the Claim (specifying in reasonable detail the matter giving rise to the Claim, the nature of the Claim and the amount claimed):
2.1.1 on or before the date falling [***] after the Completion Date in respect of any Tax Claim; and
2.1.2 on or before the date falling [***] after the Completion Date in respect of a Claim (other than a Tax Claim).
2.2 Any Claim which has been made against the Warrantors (and which has not been previously satisfied, settled or withdrawn) shall be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of [***] commencing on the date on which notice of the Claim was given to the Warrantors in accordance with paragraph 2.1, unless legal proceedings in respect of the Claim shall have been commenced.
