Time Limits for Notice of Claim Sample Clauses

Time Limits for Notice of Claim. (a) Seller shall not be required to indemnify or save harmless the Buyer pursuant to Section 8.2 unless the Buyer shall have provided to the Seller a Notice of Claim within the following time limits: (i) with respect to an Indemnification Claim for any breach of any of the representations and warranties of the Seller contained in this Agreement involving fraud on the part of the Seller, at any time after Closing until the ultimate limitation period; (ii) with respect to the Seller Fundamental Representations and the M Grupo Indemnity, not later than five (5) years after the Closing Date; (iii) with respect to the representations and warranties set out in Item 22 (Taxes) of Schedule 3.1, Section 4.1(b)(viii) and Section 8.2(c), not later than the day that is 60 days after the expiration of the period, if any, during which an assessment, reassessment or other form of recognized written demand assessing liability for Tax, interest or penalties under applicable legislation in respect of any taxation year to which such representations and warranties relate may be issued to the Company under such legislation; and (iv) with respect to all other representations and warranties of the Seller contained in this Agreement (other than the Seller Fundamental Representations), not later than eighteen (18) months after the Closing Date. (b) The Buyer shall not be required to indemnify or save harmless the Seller pursuant to Section 8.3 unless the Seller shall have provided to the Buyer a Notice of Claim within the following time limits: (i) with respect to an Indemnification Claim for any breach of any of the representations and warranties of the Buyer contained in this Agreement involving fraud on the part of the Buyer, at any time after Closing until the ultimate limitation period; (ii) with respect to the Buyer Fundamental Representations, not later than five (5) years after the Closing Date; and (iii) with respect to all other representations and warranties of the Buyer contained in this Agreement (excluding the Buyer Fundamental Representations), not later than eighteen (18) months after the Closing Date.

Time Limits for Notice of Claim. (a) Purchaser shall provide Sellers written notice of any account of Losses (a “Notice of Claim”) within thirty (30) Business Days after (i) Purchaser actually became aware of the Losses or (ii) receipt by Purchaser of a notice of a Third Party Claim. (b) Any liability of Sellers for Losses shall be reduced or excluded completely if, and to the extent, that any damages arising from such breach have been caused or aggravated by virtue of Purchaser’s failure to give a Notice of Claim within the time periods in Section 10.5(a). Notwithstanding anything contained in this Agreement to the contrary, Sellers shall have no liability for any Losses unless Purchaser shall deliver to Sellers a Notice of Claim on or before thirty (30) days after the expiration of the applicable survival period set forth in Section 10.1. Any claim duly notified to Sellers prior to such time shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably precluded and forfeited six (6) months after such time, unless Legal Proceedings have been initiated by Purchaser with respect to such claim and Purchaser is vigorously pursuing such claim.

Time Limits for Notice of Claim. (1) Notice by the Purchaser. No Damages may be recovered from the Vendors pursuant to Section 7.2(a) or Section 7.2(b) unless a Notice of Claim is delivered by the Purchaser on or before the following dates: (a) with respect to the representations and warranties in Section 3.1, Section 3.2, Section 3.3(3) and Section 3.4(1), and with respect to each of the other representations and warranties in Article 3 if its breach is a result of the Vendors’ willful misconduct or fraud, at any time after the Closing Date; (b) with respect to the representations and warranties in Section 3.3(6) and 3.4(3), sixty (60) days after the expiration of the applicable statute of limitations; and (c) with respect to all other representations, warranties, covenants and agreements, on or before 18 months after the Closing Date. Unless a Notice of Claim has been given on or before the date set out above with respect to each particular representation, warranty, covenant and agreement, the Vendors shall be released on such date from all obligations in respect of that particular representation, warranty, covenant or agreement and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 7.2(a) or Section 7.2(b), as the case may be.

Time Limits for Notice of Claim