Time Limits for Claims. Subject to the exceptions set forth in ---------------------- Section 8.3.4, no claim for indemnification may be made by any Buyer Indemnified Party in respect of Buyer Indemnifiable Losses unless the written notice required by Section 8.5 with respect to such Losses shall have been received by the Stockholder and the Beneficial Owners on a date prior to the first anniversary of the Closing Date; provided, however, that if prior to such date -------- ------- of expiration a specific state of facts shall have become known which may constitute or give rise to any Buyer Indemnifiable Loss as to which indemnity may be payable pursuant to Section 8.2 and the Buyer Indemnified Party shall have given notice of such facts to the Stockholder and the Beneficial Owners, made a claim for indemnification pursuant to Section 8.2 and, except with respect to third party claims, pursued such claim within six months thereafter, then the right to indemnification pursuant to Section 8.2 with respect thereto shall remain in effect until such matter shall have been finally determined and disposed of, and any indemnification due in respect thereof shall have been paid.
Time Limits for Claims. Except for claims related to the Title Warranties, the Sellers will only be liable in respect of a Claim if the Buyers have served a notice on the Sellers on or before (i) the date falling 18 (eighteen) months after the Completion Date with respect to a Claim which is not a Tax Claim or a breach of the covenants set forth in Clause 15.1 of the Agreement; and (ii) the date falling 36 (thirty-six) months after the Completion Date with respect to any Tax Claim or a breach of the covenants set forth in Clause 15.1 of the Agreement, which notice sets out the nature of the Claim in reasonable detail, including the Buyers’ then best estimate of its amount. The Title Warranties survive indefinitely.
Time Limits for Claims. Any Claim may give rise to indemnification only if notified by the Buyer to General Motors prior to the expiration of an 18-month period following the Closing Date, except for:
(i) Claims made in respect of any inaccuracy of the representation and warranty set forth in Section 4.10 (Compliance with Law and Permits), which must be notified by the Buyer to General Motors prior to the expiration of a 5 year period following the Closing Date;
(ii) Claims made in respect of any inaccuracy of the representation and warranty set forth in Section 4.16 (Product Liability and Warranty), which must be notified by the Buyer to General Motors prior to the expiration of a 5 year period following the Closing Date (or the First Closing Date, as applicable), provided that any such Claims based on safety matters must be notified by the Buyer to General Motors prior to the expiration of the applicable statute of limitations;
(iii) Claims made in respect of any inaccuracy of the Core Warranties, which must be notified by the Buyer to General Motors prior to the expiration of a 10 year period following the Closing Date;
(iv) Claims relating to Indemnified Taxes which must be notified by the Buyer to General Motors prior to the end of a 3-month period following the expiration of the applicable statute of limitations ignoring for this purpose any extension thereof resulting from the recognition of net operating losses or a claim for Relief with respect to losses or credits recognized in a given tax year, as applicable;
(v) Claims pursuant to Sections 14.1(a)(i)(A)(2)-(5), which must be notified by the Buyer to General Motors prior to expiration of the applicable statute of limitations; and
(vi) Claims relating to Specific Agreements Related Losses, which must be notified by the Buyer to General Motors no earlier than 90 days after the first date upon which the counterparty to the Specific Agreements ceases to perform the Specific Agreements but no later than prior to the end of a 6-month period following the expiration of a 24-month period after the Closing (or, if applicable, the First Closing).
Time Limits for Claims. The Buyer may not make a Warranty Claim or an Indemnity Claim unless it provides a Claim Notice to the Seller Warrantors in respect of the relevant Claim on or before the expiration of 7 years after the date of Completion.
Time Limits for Claims. We will not be held liable for any loss or damage to any goods unless any claim for loss or damage to goods is made:
(a) If the goods are collected by you or your agent in writing at the time of collection.
(b) In writing within seven days of their delivery by us to their final destination. In both cases, time limits are essential to the contract.
Time Limits for Claims. A Party is not liable in respect of a Claim unless:
(a) it has received a Claim Notice in accordance with clause 11.1 of this Agreement by no later than:
(i) the date which is 6 years after the Completion Date in respect of a Claim arising from a breach of a Title Warranty;
(ii) the end of any applicable statute of limitations with respect to a Tax Claim; and
(iii) the date which is the earlier of:
(A) 2 years after the Completion Date; and
(B) 6 months after the completion of the audit of each of the Joint Venture Companies in respect of the first full financial year which occurs after the Completion Date, in respect of any other Claim; and
(b) within 6 months (or such longer period as may be agreed) after receipt of the Claim Notice:
(i) the Claim has been agreed, compromised or settled; or
(ii) the Party that gave the Claim Notice (or another member of the same Claim Group) has issued and served legal proceedings against the relevant Party (or another member of its Claim Group) in respect of the Claim, provided that:
(iii) if at the time the Claim Notice is given sufficient Claims have not been made that, in aggregate, exceed any relevant threshold referred to in clause 8.6, the 6 month period referred to in this clause 8.4(b) will commence from the earlier of the date the threshold is exceeded and the date the time period for Claims of the relevant type under clause 8.4(a) above expires; and
(iv) if the Claim Notice relates to a liability that is a contingent liability, then provided always that:
(A) clause 11.1 has been complied with in relation to the Claim; and
(B) the events, matters or circumstances detailed in the relevant Claim Notice as the basis of the Claim occurred before the expiry of the applicable period under clause 8.4(a), the 6 month period referred to in clause 8.4(b) above will commence from the earlier of the date the contingent becomes an actual liability and is due and payable and the date which is 6 years after the date of the Claim Notice.
Time Limits for Claims. Subject to the exceptions set forth in 11.3(c), indemnification with respect to Company Indemnifiable Losses in respect of any occurrence referred to in clauses (b) or (c) of 11.2 shall expire on the second anniversary of the Execution Date; provided, however, that in each case if prior to the applicable date of expiration a specific state of facts shall have become known which may constitute or give rise to any Company Indemnifiable Loss as to which indemnity may be payable and a Company Indemnified Party shall have given notice of such facts to Shareholder, then the right to indemnification with respect thereto shall remain in effect until such matter shall have been finally determined and disposed of, and any indemnification due in respect thereof shall have been paid, according to the date on which notice of the applicable claim is given.
Time Limits for Claims. Swift shall not be liable for:
Time Limits for Claims. 2.1 The Seller shall not be under any liability in respect of any claim under any Transaction Document and any such claim shall be wholly barred and unenforceable unless written notice of such claim setting out reasonable details of the relevant claim (including the grounds on which such claim is based and, so far as it is known to the Buyer, the likely quantum of such claim) shall have been served upon the Seller by the Buyer:
(a) in the case of a Seller Warranty Claim (other than a Seller Fundamental Warranty Claim or a Tax Warranty Claim), by not later than 5.00 p.m. on the date that is three years after the date of Completion;
(b) in the case of a Seller Fundamental Warranty Claim, by not later than 5.00 p.m. on the date that is six years after the date of Completion;
(c) in the case of a Tax Claim, by not later than 5.00 p.m. on the date that is seven years after the date of Completion; and
(d) in the case of any other claim under any Transaction Document (other than a claim under clause 7 to which clause 7.2 applies), by not later than 5.00 p.m. on the date that is three years after the date of Completion.
2.2 Following the giving of notice under paragraph 2.1 in respect of a Claim (other than a Tax Claim):
(a) where the Claim arises by reason of a liability of the Buyer or any Group Company which, at the time of service of the notice, is contingent only or otherwise not capable of being quantified, the liability of the Seller shall determine if legal proceedings in respect of such Claim have not been commenced within nine months of such Claim ceasing to be contingent or becoming capable of being quantified; or
(b) where the Claim does not fall within paragraph 2.2(a) above, the liability of the Seller shall determine if legal proceedings in respect of such Claim have not been commenced within nine months of the service of such notice.
2.3 For the purpose of this paragraph 2 legal proceedings shall not be deemed to have been commenced unless they have been properly issued and validly served upon the Seller.
Time Limits for Claims. Subject to the exceptions set forth in Section 8.3, no claim for indemnification may be made by any Buyer Indemnified Party in respect of Buyer Indemnifiable Losses unless the written notice required by Section 8.5 with respect to such Losses shall have been received by the Representatives on a date prior to the first anniversary of the Closing Date; provided, however, that if prior to the applicable date of expiration a specific state of facts shall have become known which may reasonably constitute or give rise to any Buyer Indemnifiable Loss as to which indemnity may be payable and the Buyer Indemnified Party shall have given notice of such facts to the Eventus Stockholders, made a claim for indemnification and, except with respect to third party claims, pursued such claim within six months thereafter, then the right to indemnification with respect thereto shall remain in effect until such matter shall have been finally determined and disposed of, and any indemnification due in respect thereof shall have been paid.
