Common use of TIME LIMITS FOR BRINGING CLAIMS Clause in Contracts

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in respect of such claim shall absolutely terminate (if such claim has not been previously satisfied, settled or withdrawn) if legal proceedings in respect of such claim shall not have been commenced within 12 months of the service of such notice and for this purpose proceedings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. 4.1 Other than in relation to a Tax Covenant Claim: (A) No claim Claim or Indemnity Claim shall be brought against the VendorSeller under the Warranties or otherwise under or in connection with the Agreement, whether in tort, contract, under statute or otherwise, and the Share Sellers, the US Business Seller or the IP Assets Sellers shall not be liable in respect of any of the Warrantiessuch Claim or Indemnity Claim, under the Tax Covenant or in respect of PARAGRAPH 16 of SCHEDULE 8 unless unless: (1) the Purchaser shall have given to the Vendor Seller written notice of such claim Claim or Indemnity Claim specifying (in reasonable detail (to the extent reasonably practicable)such information is available at the time) the matter facts which gives give rise to the claimClaim or Indemnity Claim, the nature of the claim Claim or Indemnity Claim and the amount claimed in respect thereof as soon as reasonably practicable after the Purchaser has become aware of the underlying facts that might give rise to a possible claim, and in any event within thirty (detailing 30) Business Days of becoming aware of those facts; and (2) the Purchaser shall have given such written notice of a Claim or Indemnity Claim to the extent reasonably practicableSeller: (a) the Purchaser's calculation on or before [PERIOD REDACTED] of the loss thereby alleged to have been suffered by it):-date of this Agreement in respect of Taxation matters, or (ib) subject to SUB-PARAGRAPHS (ii) and (iii), on or before the second anniversary of period [PERIOD REDACTED] from the Completion Date; (ii) date this Agreement in respect of Claims relating to any claims under the Tax Warranties or the Tax Covenant on or before the seventh anniversary of the Completion Date; andother non-Taxation matters and Indemnity Claims. (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 4.2 The liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers in respect of such claim relation to any Claim or Indemnity Claim shall absolutely terminate cease and determine (if such claim Claim or Indemnity Claim has not been previously satisfied, settled or withdrawn) if unless the Purchaser has commenced legal or arbitration proceedings in respect of such claim shall not have been commenced Claim within 12 six (6) months of the service of the notice of such notice and claim given to the Seller under paragraph 4.1 of this Schedule 5 (Limitations of Liability) and, for this purpose 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. No claim shall be brought against the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers Vendor in respect of any of the Warranties, under Warranties or the Tax Covenant or in respect of PARAGRAPH 16 of SCHEDULE 8 unless the Purchaser shall have given to the Vendor written notice of its intention to make 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 SUBsub-PARAGRAPHS paragraphs (ii) and (iii), on or before the second anniversary of the Completion Date;; or (ii) in respect of any claims under the Tax Warranties or the Tax Covenant on or before the seventh anniversary of the Completion Date; andor (iii) in respect of any claims pursuant to PARAGRAPH 16 claim for breach of SCHEDULE 8, the Warranties in paragraph 21 of Schedule 3 on or before the fifth sixth anniversary of the Completion Date, PROVIDED that, subject to SUB-PARAGRAPHS 5(A) and (B), provided that the liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers Vendor 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 twelve 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 (except where the Vendor is resisting service) validly served upon the Vendor. Such notice shall specify (in reasonable detail) the matter which gives rise to the claim, the relevant Share Seller, nature of the US Business Seller claim and (to the extent reasonably practicable) the amount claimed in respect thereof (detailing the Purchaser’s calculation of the loss thereby alleged to have been suffered by it or the relevant IP Asset Seller (as member of the case may bePurchaser’s Group), but the Vendor shall not be entitled to dispute liability by reason only of any alleged deficiency in the content of such notice.

TIME LIMITS FOR BRINGING CLAIMS. No claim (A) Subject to sub-paragraph 3(C) below, no Claim shall be brought against the Vendor, the Share Sellers, the US Business Purchasers or any Seller or the IP Assets Sellers (as applicable) in respect of any of the Warranties, under the Tax Covenant or in respect of PARAGRAPH 16 of SCHEDULE 8 Warranty unless the Purchaser shall have given to the Vendor written notice of an intention to make such claim specifying Claim shall have been given by or on behalf of a Seller to the Purchasers or by the Purchasers to the relevant Seller(s) (as applicable) on or before: (i) except in the case of a Claim relating to Tax, 1 July 2012; and (ii) in the case of a Claim relating to Tax, the third anniversary of Completion. (B) A notice to be given under sub-paragraph 3(A) shall promptly specify (in reasonable detail (to the extent reasonably practicable)detail) the matter which gives rise to the breach or claim, the nature of the breach or claim and (on a without prejudice basis) the amount claimed in respect thereof (detailing (to the extent reasonably practicable) the Purchaser's relevant party’s good faith calculation of the loss thereby alleged to have been suffered by it):- the Seller(s) or the Purchasers (ias applicable) subject provided that the failure to SUB-PARAGRAPHS (ii) provide such information and (iii)in such prompt manner shall not invalidate the Claim, on or before the second anniversary of the Completion Date; (ii) but shall be taken into account in respect of any claims under the Tax Warranties or the Tax Covenant on or before the seventh anniversary relevant party’s obligation to mitigate its loss. (C) The liability of each 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 Sellers and the IP Assets Sellers Purchasers in respect of such claim Claim shall absolutely terminate determine (if such claim Claim has not been previously satisfied, settled or withdrawn) if legal proceedings in respect of such claim Claim shall not have been commenced within 12 nine months of the service of such notice of that Claim in accordance with sub-paragraph 3(A) above (or, where the Claim notified is a contingent claim, by the earlier of six months after the date on which the Purchasers of the Sellers (as applicable) become aware that the contingency has occurred or they have otherwise suffered actual loss and 24 months from the service of notice of that Claim in accordance with sub-paragraph 3(A) above) and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been properly issued and (subject to the person to be served having a valid address for service in England) validly served upon the Vendor, the relevant Share Seller, the US Business Seller Purchasers or the relevant IP Asset Seller Seller(s) (as the case may beapplicable).

TIME LIMITS FOR BRINGING CLAIMS. 2.1. No claim 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 Seller written notice of such claim Claim specifying (in reasonable detail (and to the extent reasonably practicable)available to any member of the Purchaser’s Group) the matter which gives rise to the claimClaim, the nature of the claim Claim and the amount likely to be claimed in respect thereof (detailing (to the extent as soon as reasonably practicable) the Purchaser's calculation of the loss thereby alleged to have been suffered by it):-practicable and in any event on or before: (i) subject to SUB-PARAGRAPHS (ii) and (iii), on or before the second anniversary of the Completion Date; (iiA) in respect of a Tax Claim, the date that is 60 days following the expiration of the statutory limitation period for the assessment or assertion of the relevant Taxes (giving effect to any claims under waiver, mitigation or extension thereof in respect of which the Tax Warranties or Seller has given prior written consent); (B) in respect of a Fundamental Warranty Claim, the Tax Covenant on or before the seventh anniversary of date that is six (6) years after the Completion Date; and (iiiC) in respect of a Warranty Claim (other than a Fundamental Warranty Claim or Tax Warranty Claim), the date that is two (2) years after the Completion Date, provided that (i) notice of a Claim which relates to a contingent liability has been given on or before the relevant date set out in this paragraph 2.1, the Seller shall not be relieved of liability by virtue of the fact that the liability to which such a notice relates is only becomes an actual liability after that date; and (ii) the Seller shall not rely on the Limitation Act 1980 (or any other defence based on a statutory limitation period, except for any such defence expressly set out in this Agreement) 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 Tax Claim. 2.2. The liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers in respect of such claim any Claim notified under this paragraph 2 shall absolutely terminate (if such claim Claim has not been previously satisfied, settled or withdrawn) if and such Claim shall be deemed to have been withdrawn and no new Claim may be made in respect of the facts giving rise to such Claim unless legal proceedings in respect of such claim shall not Claim have been commenced within 12 months after the later of (i) the service giving of such notice notice, (ii) the day when the threshold as set out in paragraph 1.1(B) has been reached and (iii) if the Claim relates to a contingent liability, on the date that the relevant contingent liability becomes an actual liability that is due and payable, 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 VendorSeller. For the purposes of (iii), a liability to Tax shall be deemed to be a contingent liability unless and until, in respect of such liability to Tax, a binding agreement is made with the relevant Share SellerTax Authority, or a decision of a court or tribunal is given or any binding determination is made from which either no appeal lies or in respect of which no appeal is made within the US Business Seller or the relevant IP Asset Seller (as the case may be)prescribed time limit.

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 Warranties unless the Purchaser shall have given to the Vendor Seller written notice of such claim specifying (in reasonable detail (to the extent reasonably practicable)detail) 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 ’s good faith calculation of the loss thereby alleged to have been suffered by it):-it or the relevant member of the Purchaser’s Group): (iA) subject to SUBsub-PARAGRAPHS (ii) and (iiiparagraph 2(B), on or before the second anniversary of date falling 18 months after the Completion Date;; or (iiB) in respect of any claims claim under the Tax Warranties or Warranties, the later of six (6) months after the expiry of the period specified by statute during which an assessment of that liability to Tax Covenant on or before may be issued by a relevant Tax Authority and the seventh anniversary of the Completion Date; and (iii) , PROVIDED THAT the liability of the Seller in respect of any claims pursuant claim referred to PARAGRAPH 16 of SCHEDULE 8, on or before the fifth anniversary of the Completion Date, PROVIDED that, subject to SUB-PARAGRAPHS 5(Ain paragraph (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 above shall absolutely terminate determine (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 six (6) 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).except:

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 Warranties unless the Purchaser shall have given to the Vendor Seller written notice of such claim specifying (in reasonable detail (to the extent reasonably practicable)detail) 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 ’s good faith calculation of the loss thereby alleged to have been suffered by it):-it or the relevant member of the Purchaser’s Group): (iA) subject to SUBsub-PARAGRAPHS (ii) and (iiiparagraph 2(B), on or before the second anniversary of date falling 18 months after the Completion Date;; or (iiB) in respect of any claims claim under the Tax Warranties or Warranties, the later of six (6) months after the expiry of the period specified by statute during which an assessment of that liability to Tax Covenant on or before may be issued by a relevant Tax Authority and the seventh anniversary of the Completion Date; and (iii) , PROVIDED THAT the liability of the Seller in respect of any claims pursuant claim referrer to PARAGRAPH 16 of SCHEDULE 8, on or before the fifth anniversary of the Completion Date, PROVIDED that, subject to SUB-PARAGRAPHS 5(Ain paragraph (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 above shall absolutely terminate determine (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 six (6) 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).except:

TIME LIMITS FOR BRINGING CLAIMS. 2.1 No claim Relevant 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, Warranties or under the Tax Covenant or in respect of PARAGRAPH 16 of SCHEDULE 8 unless the Purchaser shall have given to the Vendor Seller 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):-thereof: (ia) subject to SUBsub-PARAGRAPHS (ii) and (iiiparagraph 2.1(b), on or before the second anniversary date falling 18 calendar months after the date of the Completion Date;Completion; or (iib) 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 8Covenant, on or before not later than the fifth anniversary of the Completion Date, PROVIDED that, subject to SUB-PARAGRAPHS 5(A) and (B), the liability date of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers in respect of such claim Completion. 2.2 Any Relevant Claim shall absolutely terminate (if such claim it has not been previously satisfied, settled or withdrawn) if be deemed to have been waived or withdrawn on the expiry of six months after the date of the notice being served in accordance with sub-paragraph 2.1 of Schedule 4 unless legal proceedings in respect of such claim shall not it have been commenced within 12 months by both being issued and served. 2.3 Where the matter or default giving rise to a breach of any Warranty is capable of remedy, the Purchaser may not bring a claim unless: (a) notice of the service breach is given to the Seller within 30 Business Days of the Purchaser becoming actually aware of the matter or default and the relevant breach; and UK1 5276565v.18 (b) the matter or default (where capable of being remedied) is not remedied at the Seller’s cost without any loss, cost or liability being suffered or incurred by the Purchaser and otherwise to the reasonable satisfaction of the Purchaser within 30 Business Days after the date on which 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)is given.

TIME LIMITS FOR BRINGING CLAIMS. (A) 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 Warranties (other than the Tax Covenant or Warranties and the Warranties contained in respect paragraphs 1 and 4(D) and (E) of PARAGRAPH 16 of SCHEDULE 8 Schedule 3) unless the Purchaser shall have given to the Vendor Seller written notice of such claim specifying (in reasonable detail (to the extent reasonably practicable)detail) the matter which gives rise to the claim, the nature of the claim and the estimated 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 (iiiit on a without prejudice basis), in the case of all relevant Warranties other than those contained in paragraph 22 of Schedule 3, on or before 31 December 1998 or, in the second anniversary case of the Completion Date; (ii) Warranties contained in respect paragraph 22 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 8Schedule 3, on or before the fifth anniversary of the Completion Datedate of this Agreement, PROVIDED that, subject to SUB-PARAGRAPHS 5(A) and (B), that 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 determine (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 18 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, Seller. (B) None of the relevant Share Seller, the US Business Seller limitations contained in this Clause 2 shall apply to any breach of Warranty which (or the relevant IP Asset Seller (as delay in discovery of which) is the case may be)consequence of fraudulent mis-statement, concealment or other conduct by any member of the Seller's Group or any officer or employee of any member of the Seller's Group.

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 paragraph 16 of SCHEDULE 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 ’s calculation of the loss thereby alleged to have been suffered by it):- (i) subject to SUBsub-PARAGRAPHS 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 paragraph 16 of SCHEDULE Schedule 8, on or before the fifth anniversary of the Completion Date, PROVIDED that, subject to SUBsub-PARAGRAPHS 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).