Common use of TIME LIMITS FOR BRINGING CLAIMS Clause in Contracts

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claim under the Warranties, the Tax Warranties or the Indemnity in clause 10.1(c) shall (if not previously satisfied, withdrawn or settled) be deemed to have been withdrawn and waived by the Buyer unless arbitration proceedings in respect of such claim have been commenced (whether by serving a request for arbitration or otherwise)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 period of 36 months has elapsed from the Completion Date in respect of the Warranties or the Indemnity in clause 10.1(c), or (ii) after 30 June 2018 in respect of the Tax Warranties or the Tax Covenant, (subject to the final sentence of paragraph 1.3) and by the relevant time a contingent liability has not become actual or capable of being quantified. In any case of paragraph 1.1, neither Seller shall be liable in respect of any claim under the Title and Capacity Warranties or the Indemnities in clause 10.1(a) or 10.1(b) if that claim does not cease to be contingent by the tenth (10) anniversary of the Completion Date.

TIME LIMITS FOR BRINGING CLAIMS. 1.1 No Sellers shall be 2.1 A Partner is not liable under the Title and Capacity Warranties or the Indemnities in clause 10.1(a) or 10.1(b) for: 2.1.1 a Relevant Warranty Claim in respect of any claim a Warranty contained in paragraph 13 of part A of schedule 9 unless and until the applicable Seller shall have received from the Buyer written notice containing details Company has notified that Partner of the relevant claim including its estimate of the amount of the claim and specifying the matter or default Relevant Warranty Claim stating in reasonable detail which gives rise to the claim on or before the tenth (10) anniversary nature 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 Relevant Warranty Claim and, if practicable, the amount of the claim specifying the matter or default in reasonable detail which gives rise to the claim claimed on or before the date being eighteen falling [ * * * ] years from the Closing Date; 2.1.2 any other Relevant Warranty Claim (18other than a Title Warranty Claim) months after unless the Completion DateCompany, or, in Acorn or MDLZ (as the case may be) has notified the Partner of the Tax Warranties Relevant Warranty Claim stating in reasonable detail the nature of the Relevant Warranty Claim and, if practicable, the amount claimed on or under before falling [ * * * ] years from the Tax Covenant by 31 December 2017Closing Date; and 2.1.3 any other Relevant Claim unless the Company, Acorn or MDLZ (as the case may be) has notified the Partner of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and, if practicable, the amount claimed on or before falling [ * * * ] years from the Closing Date. 1.3 Any claim under 2.2 A Relevant Claim notified in accordance with this paragraph 2 of this schedule 10 is unenforceable against the Warrantiesrelevant Partner on the expiry of the period of [ * * * ] months starting on the day of notification of the Relevant Claim, 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 that Relevant Claim have been commenced (whether by serving a request for arbitration or otherwise) in accordance with properly issued and validly served on 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 completedPartner. 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 period of 36 months has elapsed from the Completion Date in respect of the Warranties or the Indemnity in clause 10.1(c), or (ii) after 30 June 2018 in respect of the Tax Warranties or the Tax Covenant, (subject to the final sentence of paragraph 1.3) and by the relevant time a contingent liability has not become actual or capable of being quantified. In any case of paragraph 1.1, neither Seller shall be liable in respect of any claim under the Title and Capacity Warranties or the Indemnities in clause 10.1(a) or 10.1(b) if that claim does not cease to be contingent by the tenth (10) anniversary of the Completion Date.

TIME LIMITS FOR BRINGING CLAIMS. 1.1 No Sellers shall RBS is not liable for a Relevant Claim in respect of: 2.1 a Warranty contained in paragraph ‎5 (Tax) of ‎Schedule 4 unless the Buyer has notified RBS of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and to the extent practicable the amount claimed no later than 23.59 on the date falling 3 months after the expiry of the period specified by statute during which an assessment of the relevant liability to Tax may be liable under issued by the Title and Capacity Warranties or the Indemnities relevant Tax Authority or, if there is no such period (other than where fraud or, in clause 10.1(a) or 10.1(b) relation to a Relevant Claim in respect of any claim unless and until the applicable Seller shall have received from RBS Aerospace Limited arising in respect of a Warranty contained in paragraph ‎5 (Tax) of ‎Schedule 4, negligence (as that expression is used in section 956(1)(c) TCA 1997) has been reasonably alleged or proven, provided that the Buyer written notice containing details has obtained an opinion of Tax counsel of at least 5 years' standing that any such allegation is reasonable) or if such period ends more than 6 years from Completion, the date which is 6 years from Completion; and 2.2 any other Warranty unless the Buyer has notified RBS of the relevant claim including its estimate of the amount of the claim and specifying the matter or default Relevant Claim stating in reasonable detail which gives rise the nature of the Relevant Claim and the amount claimed (and to the claim extent practicable detailing the Buyer's calculation of the loss thereby alleged to have been suffered) on or before the tenth (10) anniversary of date falling 12 months after the Completion Date. 1.2 The Sellers shall not be liable under the Warranties or the 2.3 any Affiliate Transaction Indemnity in clause 10.1(c) in respect of any claim Claim unless and until they shall have received from the Buyer written notice containing details has notified RBS of the relevant claim including its estimate of the amount of the claim specifying the matter or default Affiliate Transaction Indemnity Claim stating in reasonable detail which gives rise the nature of the Affiliate Transaction Indemnity Claim and the amount claimed (and to the claim extent practicable detailing the Buyer's calculation of the loss thereby alleged to have been suffered) on or before the date being eighteen (18) falling 24 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 period of 36 months has elapsed from the Completion Date in respect of the Warranties or the Indemnity in clause 10.1(c), or (ii) after 30 June 2018 in respect of the Tax Warranties or the Tax Covenant, (subject to the final sentence of paragraph 1.3) and by the relevant time a contingent liability has not become actual or capable of being quantified. In any case of paragraph 1.1, neither Seller shall be liable in respect of any claim under the Title and Capacity Warranties or the Indemnities in clause 10.1(a) or 10.1(b) if that claim does not cease to be contingent by the tenth (10) anniversary of the Completion Date.

TIME LIMITS FOR BRINGING CLAIMS. 1.1 No The Sellers shall be liable are not liable: 2.1 for a Tax Claim or a Relevant Claim under the Title and Capacity Tax Warranties or unless the Indemnities in clause 10.1(a) or 10.1(b) in respect of any claim unless and until Buyers have notified the applicable Seller shall have received from the Buyer written notice containing details Sellers of the relevant claim including its estimate of the amount of the claim and specifying the matter or default Tax Claim stating in reasonable detail which gives rise to the claim on or before the tenth (10) anniversary nature 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 Tax Claim and until they shall have received from the Buyer written notice containing details of the relevant claim including its estimate of the amount claimed (in the case of the claim specifying the matter or default in reasonable detail which gives rise to the claim a US Company) on or before the date being eighteen which is three years from the end of the accounting period in which Completion takes place and (18) months after the Completion Date, or, in the case of a UK Group Company) on or before the Tax Warranties or under date which is six years from the Tax Covenant by 31 December 2017.end of the accounting period current at Completion; and 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 2.2 for a Relevant Claim in respect of such claim have been commenced a Warranty contained in paragraph 11 of schedule 3, part A (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 a Relevant Claim against any of the Title Sellers) unless the Buyers have notified the Sellers of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and Capacity Warranties, the Warranties, amounts claimed on or before the Indemnities shall be liable date which is two years from Completion. <PAGE> 73 2.3 for a Relevant Claim in respect of any claim which is based upon a liability whichWarranty (save for any Warranty contained in paragraph 2.1 of schedule 3 part A, at the where no time such claim is notified to the Sellerslimit shall apply, 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 any Tax Warranty, where the time limit specified set forth in paragraph 1.1 or 2.1 of this schedule 4 shall apply, and any Warranty contained in paragraph 1.211 of schedule 3 part A, where the time limit for commencing arbitration proceedings for set forth in paragraph 2.2 of this schedule 4 shall apply) unless the purposes Buyers have notified the relevant Seller of paragraph 1.3 shall begin the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and the amount claimed (detailing the Buyers' calculation of the loss thereby alleged to have been suffered) on or before 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 period of 36 18 months has elapsed from the Completion Date in respect of the Warranties or the Indemnity in clause 10.1(c), or (ii) after 30 June 2018 in respect of the Tax Warranties or the Tax Covenant, (subject to the final sentence of paragraph 1.3) and by the relevant time a contingent liability has not become actual or capable of being quantified. In any case of paragraph 1.1, neither Seller shall be liable in respect of any claim under the Title and Capacity Warranties or the Indemnities in clause 10.1(a) or 10.1(b) if that claim does not cease to be contingent by the tenth (10) anniversary of following the Completion Date.