Time Limit on Certain Indemnification Claims. Claims by Buyer Indemnified Parties for breaches of the representations and warranties of Seller in Section 3.1 hereof or by Seller Indemnified Parties for breaches of' the representations and warranties of Buyer in Section 4.1 hereof in each case relating to corporate formation, may be asserted indefinitely. Claims for breaches of all other representations and warranties in Sections 3.1 and 4.1, and for breaches of representations and warranties in Sections 3.15 and 3.16 may be asserted until 60 days after the running of the applicable statute of limitations. Time periods for indemnities provided for in ancillary agreements will be governed by the provisions of such ancillary agreements.
Time Limit on Certain Indemnification Claims. No action or claim for Damages resulting from breaches of the repre sentations and warranties of Sellers shall be brought or made after the expiration of a one-year period from the Closing Date, as the case may be, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Section 2.10 (relating to Taxes), which may be asserted until 60 days after the running of the applicable statute of limitations with respect to the taxable period to which the particular claims relate, (ii) claims for misrepresenta tions or breaches of warranty relating to Sections 2.15 or 2.26, which may be asserted until three years following the Closing, (iii) any claims which have been the subject of a good faith written notice from Buyer to Sellers prior to the expiration of any of the foregoing periods, which notice specifies in reasonable detail the nature of the claim and that Buyer requests indemnity hereunder, or (iv) claims for misrepresentations or breaches of warranty related to Sections 2.11 or 2.12, which may not be asserted after the calculation of the post-closing adjustment as finally determined by the Resolution Accountants pursuant to Section 1.2 hereof and any claims based thereon shall be resolved by such Resolution Accountants at or prior to the determination of the post-closing adjustment. -41-
Time Limit on Certain Indemnification Claims. No action or claim for Damages resulting from breaches of the representations and warranties of Seller shall be brought or made after the expiration of a two-year period from the Closing Date, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Sections 5.2 and 5.5, (ii) claims for misrepresentations or breaches of warranty relating to Sections 5.8, 5.9, 5.12, 5.20, 5.21 which may be asserted until 60 days after the expiration of the applicable limitations period, or (iii) any claims which have been the subject of a written notice from Buyer to Seller prior to the expiration of any of the foregoing periods, which notice specifies in reasonable detail the nature of the claim.
Time Limit on Certain Indemnification Claims. No action or claim for Damages resulting from breaches of representations and warranties of Buyer shall be brought or made after the expiration of a two year period from the Stock Put Closing date, except that such time limitation shall not apply to (i) claims for misrepresentation or breaches of warranty relating to Sections 2 (capitalization) and 5 (corporate power) of Schedule 7.6, (ii) claims for misrepresentations or breaches of warranty relating to Sections 7 (no liabilities), 9 (transaction with related parties), 17 (patents and intellectual property) and 14 (environmental matters) of Schedule 7.6, which may be asserted until 60 days after the expiration of the applicable limitations period, or (iii) any claims which have been the subject of written notice from Seller to Buyer prior to the expiration of any of the foregoing periods, which notice specifies in reasonable detail the nature of the claim.
Time Limit on Certain Indemnification Claims. No action or claim for Damages shall be brought against any Seller or made against any Seller after January 31, 2003, except that such time limitation shall not apply to (i) (A) claims for breaches of the representations and warranties set forth in Section 4.10 (Taxes) or (B) a claim in respect of any Costa Rica and U.S. Customs Duties Matter ((A) and (B) together shall constitute the "Special Indemnifiable Items") or claims under Section 9.2(a)(ii), which may be asserted until the third anniversary of the Closing, or (ii) claims under Section 9.2(a)(iii) which may be asserted until July 31, 2005 or (iii) any claims which have been the subject of a written notice from a Buyer Indemnitee to the Sellers prior to the applicable expiration date set forth above, which notice specifies in reasonable detail the nature of the claim (which claims shall survive until resolution or settlement thereof) or (iv) covenants which by their terms require performance by such party after January 31, 2003.
Time Limit on Certain Indemnification Claims. No action or claim for Damages resulting from breaches of the representations and warranties of Seller shall be brought or made after June 1, 1998, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Sections 3.2 (Warranty of Title to the Shares), 3.3 (Capital Structure of the Company), and 3.5 (Authorized and Effective Agreement; No Violation), (ii) claims for misrepresentations or breaches of warranty relating to Sections 3.13 (Tax Matters), 3.14 (Employee Benefit Plans), 3.18 (Brokers and Finders), 3.23 (Transactions with Related Parties), or 9.1 (Authorized and Effective Agreement; No Violations (Guarantors)), each of which may be asserted until the running of the applicable statute of limitations with respect to the period to which the particular claims relate, or (iii) any claims which have been the subject of a written notice from Buyer to Seller prior to the expiration of any of the foregoing periods, which notice specifies in reasonable detail the nature of the claim. No action or claim for Damages pursuant to Section 8.2(a)(iii)(A) or Section 8.2(a)(iii)(B) shall be brought by Buyer after expiration of the five-year period commencing on the Closing Date. No action or claim for Damages pursuant to Section 8.2(a)(iii)(C) shall be brought by Buyer after the expiration of the three-year period commencing on the Closing Date.
Time Limit on Certain Indemnification Claims. No action or claim for Damages resulting from breaches of the representations and warranties of Seller or Selling Shareholder shall be brought or made after the expiration of a three-year period from the Closing Date, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Section 5.5 (relating to Taxes), which may be asserted until 60 days after the running of the applicable statute of limitations with respect to the taxable period to which the particular claims relates, (ii) claims for misrepresentations or breaches of warranty relating to Section 5.4 (relating to title to any Purchased Asset), or to Section 5.11 (relating to compliance with Laws), to Section 5.12 (relating to employee benefit plans), or to Section 5.22 (relating to fraud and abuse) which may be asserted until the date on which the statute of limitations applicable to such matters expires or (iii) any claims which have been the subject of a written notice from Buyer to Seller prior to the expiration of such three-year period, which notice specifies in reasonable detail the nature of the claim.
Time Limit on Certain Indemnification Claims. For -------------------------------------------- purposes of this Agreement, the aggregate amount of a party's losses, liabilities, claims, obligations, damages, deficiencies, costs, expenses, and fees shall be hereinafter referred to as "Damage" or "Damages." No action or claim for Damages resulting from breaches of the representations, warranties and covenants of Seller or Parent shall be brought or made after the expiration of a two year period from the Tier I Closing, except for (i) any action or claim resulting from breach of the representations and warranties in Section 5.1 and 5.2, which may be brought at any time, and (ii) any action or claim resulting from breach of the representations and warranties in Section 5.5 and 5.9, which may be brought at any time within the respective statute of limitations periods for claims arising out of the breach of the representations and warranties in such Sections.
Time Limit on Certain Indemnification Claims. No action or claim for Damages pursuant to Section 11.1(a) shall be brought or made after the expiration of an 18-month period from the Closing Date or, if MEDIQ has not submitted claims (excluding claims which have been resolved favorably to the Stockholders before the first anniversary of the Closing Date) against the Escrow Fund aggregating at least $1.25 million on or before the 12-month anniversary of the date hereof, then after the expiration of such 12-month period from the Closing Date, except any claims which have been the subject of a written notice from any MEDIQ Party or the Company to the Stockholders' Agents prior to the expiration of any of the foregoing periods, which notice specifies in reasonable detail the nature of the claim.
Time Limit on Certain Indemnification Claims. Claims by Buyer Indemnified Parties for breaches of the representations and warranties of Raytheon and Seller in Section 3.1 hereof or by Raytheon Indemnified Parties for breaches of the representations and warranties of Buyer in Section 4.1 hereof in each case relating to corporate formation, may be asserted indefinitely. Claims for breaches of all other representations and warranties in Sections 3.1 and 4.1, and for breaches of representations and warranties in Sections 3.11, 3.15 and 3.16 may be asserted until 60 days after the running of the statutes of limitations applicable to contracts, ERISA, CERCLA and the Code, respectively. Claims for breach of Raytheon's and Seller's representation and warranty in Section 3.4(a) insofar as it relates to the Mountain View Facility (other than with respect to encroachments, as to which Section 5.18 is applicable) shall not survive the Closing, and prior to Closing may be asserted only in accordance with Section 9.1(d) as a condition to Buyer's obligation to consummate the Stock Purchase. Time periods for indemnities provided for in ancillary agreements will be governed by the provisions of such ancillary agreements.
