Period for Claims. Except as otherwise set forth in this Section 9.4, the period (the “Claims Period”) during which claims may be made (i) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 9.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Fundamental Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 30 days following (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the failure of any of the representations and warranties made by the Company in Section 2.10 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is the expiration of the applicable statute of limitations (in both France and the United Kingdom) following the Closing and (B) in all other cases, the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Escrow Fund at the Escrow Release Date subject to an outstanding Claim Certificate and necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Shareholders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. The availability of the Escrow Fund to indemnify, compensate or reimburse the Indemnified Persons will be determined without regard to any right to indemnification, compensation or reimbursement that any Company Securityholder may have in his, her or its capacity as an officer, employee or agent of the Company and no such Company Securityholder will be entitled to any indemnification, compensation or reimbursement from the Company for amounts paid for indemnification, compensation or reimbursement under this Article IX.
Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims may be made (i) against the Indemnity Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 8.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. California time on the Escrow Release Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims (other than with respect to any of the IP Representations), shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is 90 days following the expiration of the applicable statute of limitations; provided that the Claims Period for any failure of any of the IP Representations to be true and correct shall commence at the Closing and terminate at 11:59 p.m. California time on the date that is 90 days following the third anniversary of the Closing Date. Notwithstanding anything to the contrary contained herein, such portion of the Indemnity Escrow Fund at the Escrow Release Date as in the reasonable judgment of Acquirer may be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Securityholders’ Agent on or prior to the Escrow Release Date shall remain in the Indemnity Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with fraud, intentional misrepresentation or willful misconduct shall not be limited.
Period for Claims. This Article VII shall survive any termination of this Agreement and the indemnification contained in this Article VII shall survive the Closing and shall remain in effect (a) with respect to any claim related to the breach of any representation and warranty, until the expiration of the applicable survival period set forth in Section 7.1.1; and (b) indefinitely (except to the extent expressly set forth in this Agreement), with respect to any claim arising under Section 2.3.2 (Retained Liabilities) or 2.3.1 (Assumed Liabilities). Unless a claim for indemnification with respect to any alleged breach of any representation or warranty is asserted by notice given as herein provided that specifically identifies a particular breach and the underlying facts relating thereto, which notice is given within the applicable period of survival for such representation or warranty, such claim may not be pursued and is irrevocably waived after such time. Without limiting the generality or effect of the foregoing, no claim for indemnification with respect to any representation or warranty will be deemed to have been properly made except (i) to the extent it is based upon a Third Party Claim made or brought prior to the expiration of the survival period for such representation or warranty, or (ii) to the extent based on Losses actually incurred by an Indemnitee prior to the expiration of the survival period for such representation or warranty.
Period for Claims. Except as otherwise set forth in this Section 8.4, the period (the “Claims Period”) during which claims may be made (a) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 8.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. local time on the Escrow Release Date and (b) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 30 days following the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, such portion of the Escrow Fund at the Escrow Release Date as in the reasonable judgment of Acquirer is anticipated to be necessary to satisfy any unresolved or unsatisfied claims for Indemnifiable Damages specified in any Claim Certificate delivered to the Converting Holders’ Agent on or prior to the Escrow Release Date shall remain in the Escrow Fund until such claims for Indemnifiable Damages have been resolved or satisfied.
Period for Claims. Except as otherwise set forth in this Section 9.4, the period (the “Claims Period”) during which claims may be made: (i) for Damages arising out of, resulting from or in connection with the matters listed in clause (v) of Section 9.2(a) (or otherwise arising out of, resulting from or in connection with Leakage) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is nine (9) months after the Closing Date; (ii) for Damages arising out of, resulting from or in connection with the matters listed in clauses (i) or (ii)(A) of Section 9.2(a) (other than with respect to any of the Tax Representations and the Special Representations) or clauses (i) and (ii) of Section 9.2(b) shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the Escrow Release Date; and (iii) for Damages arising out of, resulting from or in connection all other matters, shall commence at the Closing and terminate at 11:59 p.m. Pacific Standard Time on the date that is thirty (30) days after the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Damages arising out of, resulting from or in connection with fraud or willful breach by or on behalf of any Indemnifying Party shall not be limited.
Period for Claims. Where either Party (the "Claimant") becomes aware that circumstances exist pursuant to which it has grounds for a claim against the other arising out of or in connection with this Agreement, the Claimant will not (unless otherwise provided by law without the possibility of contractual waiver or limitation) be entitled to pursue such claim after the sixth anniversary of the date on which the Claimant ought reasonably to have become aware of such claim.
Period for Claims. Except as otherwise set forth in this Section 9.3, the period (the “Claims Period”) during which claims may be made (i) for Indemnifiable Damages arising out of, resulting from or in connection with (A) the matters listed in Sections 9.1(a)(i) or 9.1(a)(ii) (other than with respect to any of the Special Representations or the IP Representations) shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 15 months following the Closing Date and (B) any failure of any of the representations and warranties made by the Company in Section 2.10 (Intellectual Property) (the “IP Representations”) shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is 18 months following the Closing Date and (ii) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Fundamental Claims and matters listed in Section 9.1(a)(v), shall commence at the Closing and terminate at 11:59 p.m. local time on the expiration of the applicable statute of limitations for such matter. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with matters listed in Section 9.1(a)(vi) or fraud, intentional misrepresentation or willful conduct shall not be limited. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods supersede any applicable statute of limitations that would otherwise apply.
Period for Claims. The warranties made by the parties in Clause 3.01 and Clause 4.01 of this Agreement shall survive the Closing, and remain in full force and effect notwithstanding Closing, until the second (2nd) anniversary of the Closing Date (the “Final Release Date”); provided that the warranties in Paragraphs 3.01, 3.02, 3.03, 3.04, 3.05, 3.06 and 3.07 of Schedule 3 (the “Fundamental Warranties”) and the Tax Warranties shall survive until the sixth anniversary of the Closing Date and provided further that warranties in Paragraph 3.28 of Schedule 3 (the “Environmental Warranties”) shall survive until the fourth anniversary of the Closing Date. The obligations of the Seller under Clause 7.02(a) in respect of the Specific Indemnities: (A) set out in Paragraph 1 of Schedule 7.02(a)(iii) shall survive until the fourth anniversary of the Closing Date; and (B) set out in Paragraphs 2 to 10 of Schedule 7.02(a)(iii) shall survive until the Final Release Date. The other covenants and agreements of the parties hereto contained in this Agreement (except for the Tax Covenant, to which for these purposes the provisions of Paragraph 3 of Part B of Schedule 6.01 will apply) shall survive the Closing, and remain in full force and effect notwithstanding Closing, for such period explicitly specified therein or otherwise until the latest date permitted by law. Notwithstanding the preceding sentences, any breach of warranty, covenant or agreement or other claim in respect of which indemnity may be sought under this Agreement (except for the Tax Covenant, to which for these purposes the provisions of Paragraph 3 of Part B of Schedule 6.01 will apply) shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought setting out reasonable details of the inaccuracy or breach as are available at such time and the good faith estimate of the amount claimed (to the extent possible at such time) prior to such time. In the event that legal proceedings or formal written notice of arbitration are not issued and validly served within twelve months of service of such written notice, the liability of the Seller in respect of such matter shall terminate.
Period for Claims. Except as otherwise set forth in this Section 7.5, the period (the “Claims Period”) during which claims may be made (i) against the Escrow Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) and (ii) of Section 7.2(a) (other than with respect to the IP Representations and any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the Escrow Release Date, (ii) for Indemnifiable Damages arising out of, resulting from or in connection the matters listed in clauses (i) and (ii) of Section 7.2(a) with respect to the IP Representations shall commence at the Closing and terminate at 11:59 p.m. Pacific time on the date that is 36 months following the Closing Date, and (iii) all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. Pacific time on (A) in the case of claims for Indemnifiable Damages arising out of, resulting from or in connection with (I) the breach of any of the representations and warranties made by the Company in Section 2.11 (Taxes) to be true and correct as aforesaid or (II) Pre-Closing Taxes, the date that is 60 days following the expiration of the applicable statute of limitations and (B) in all other cases, the date that is 30 days following the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with fraud or intentional misrepresentation shall not be limited.
Period for Claims. Except as otherwise set forth in this Section 9.4, the period (the “Claims Period”) during which claims may be made (a) against the Holdback Fund for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i), (ii) and (iii) of Section 9.2(a) (other than with respect to any of the Special Representations) shall commence at the Closing and terminate at 11:59 p.m. local time on the Holdback Release Date and (b) for Indemnifiable Damages arising out of, resulting from or in connection with all other matters, including Special Claims, shall commence at the Closing and terminate at 11:59 p.m. local time on the date that is the expiration of the applicable statute of limitations. Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with Fraud, intentional misrepresentation or willful misconduct shall not be limited.
