Time to Assert Claims. All claims for indemnification hereunder shall be asserted no later than two (2) years after the Closing Date, except as follows:
Time to Assert Claims. All claims for indemnification under this Article 11 which are not extinguished by the Closing in accordance with Section 11.3(a) must be asserted no later than September 30, 2000; provided, however, that claims with respect to Losses arising out of or related in any way to the matters described in Sections 3.7, 11.1(iii), 11.1(iv), 11.2(ii), 11.2(iii), 11.2(iv), or 11.8 may be made without limitation, except as limited by law.
Time to Assert Claims. Any claim asserted pursuant to Section 8.1 or Section 8.2 above must be asserted by written notice given by one party to the other on or before the date of the release of the first audit report of the Parent containing combined financial statements of the Parent and the Company, not to exceed one (1) year from the date of Closing.
Time to Assert Claims. Any claim asserted pursuant to Section 7.2 for a breach by a Party or any inaccuracy of a representation, warranty, covenant or agreement of the other Party contained herein must be asserted by written notice given by one Party to the other on or before the twenty-one (21) month anniversary of the initial Closing Date, except for those related to Taxes, for which the applicable statute of limitations shall apply.
Time to Assert Claims. Any claim asserted pursuant to Section 7.1(1) or (2) above must be asserted by written notice given by one party to the other on or before the later of (i) the date of the release of the first audit report of Purchaser containing combined financial statements of Purchaser and the Companies and (ii) the date which is one (1) year from the date of Closing or the expiration of the statute of limitations period with respect to claims based on breaches of representations concerning taxes or environmental matters.
Time to Assert Claims. All claims for indemnification must be asserted no later than ONE YEAR AFTER THE CLOSING DATE, PROVIDED, HOWEVER, that Mentor Corporation may assert claims for indemnification related to Purchaser's representations and warranties set forth in Sections 2.2(b) through 2.2(i) and Purchaser's covenants set forth in Article 3, up to the applicable statute of limitations.
Time to Assert Claims. Any claim asserted pursuant to Section 8.1 or Section 8.2 above must be asserted by written notice given by one party to the other on or before the one (1) year anniversary from the date of Closing.
Time to Assert Claims. All claims for indemnification hereunder shall be asserted no later than one (1) year after the Effective Time provided; however, that if a notice of claim which conforms, in all material respects, as to form and substance with the requirements set forth in Section 8.4 is given pursuant to Section 8.4 prior to such one-year anniversary of the Effective Time, such representation or warranty shall continue indefinitely with respect to the claims in such notice until such claims are resolved pursuant to this Article VIII. Nothing herein shall be deemed to prevent a WAXS Protected Party from making a claim for a Loss hereunder for potential or contingent claims or demands provided the notice of Loss sets forth the specific basis for any such potential or contingent claim or demand to the extent then feasible and the party making the claim has reasonable grounds to believe that such a claim or demand may become actual.
Time to Assert Claims. Any Buyer or Seller Indemnification Claims made pursuant to this Article must be asserted by providing written notice to the party against which the Indemnification Claim is made reasonably promptly after the asserting party becomes aware of such Indemnification Claim (the "Indemnification Claim Notice") and, in any event, within 120 days after the expiration of the survival period set forth in Section 10.1 for the representation, warranty and/or covenant that has been alleged to have been breached. The right of a party to be indemnified hereunder shall be waived upon such party's failure to give such Indemnification Claim Notice within 120 days after the applicable survival period set forth in Section 10.1. The parties shall resolve disputes between them regarding Indemnification Claims in accordance with Article XI.
Time to Assert Claims. All claims for indemnification (i) under Section 8.01(i), 8.01(ii), 8.02(i), and 8.02(ii) must have accrued and be asserted no later than eighteen (18) months after the Closing Date, except for claims for indemnification under Section 8.01(i) for a breach of Section 2.05, or for any tax related breach which must be asserted before the expiration of the applicable statute of limitations; (ii) under Section 8.01(iii), 8.01(iv), 8.01(v), 8.01(vi), 8.02(iii), and 8.02(iv) must have accrued and be asserted no later than three (3) years after the Closing Date; (iii) under 8.01(vii)(a) must have accrued and be asserted no later than sixty (60) days after a "termination for convenience" under Section 8.3(a) of the Southstar Agreement; (iv) under 8.01(vii)(b) must have accrued and be asserted no later than sixty (60) days after a movement of "Active Accounts" by SouthStar; and (v) under Section 8.01(viii) must have accrued and be asserted by the earlier of thirty (30) days after the assertion of a claim by a third party or one (1) year after the Closing Date.
