Common use of Time Limits for Claims Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Segue Software Inc)

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Time Limits for Claims. Subject to the exceptions set forth in ---------------------- Section 8.37.3, 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 7.5 with respect to such Losses shall have been received by the Representatives Representative 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Albany Molecular Research Inc)

Time Limits for Claims. Subject to the exceptions set forth in Section 8.3, no No claim for indemnification may be made by any Buyer Indemnified Party indemnified party in respect of Buyer Indemnifiable Losses indemnifiable losses unless the written notice required by Section 8.5 with respect to such Losses thereof shall have been received by the Representatives indemnifying party on a date or prior to one year after the first anniversary of the Closing Datedate hereof; provided, however, that if the one-year limitation set forth in Section 11.1 and this Section 11.4(c) shall not apply to the matters described in Section 11.4(d) as to which the indemnification obligations hereunder shall expire six (6) months after the termination of the applicable statute of limitations relating to the subject matter covered by such provisions; and provided further, however, that in each case if, prior to the applicable date of expiration expiration, a specific state of facts shall have become known which may is reasonably likely to constitute or give rise to any Buyer Indemnifiable Loss indemnifiable loss as to which indemnity may be payable and the Buyer Indemnified Party indemnified party shall have given notice of such facts to the Eventus Stockholders, indemnifying party and made a claim for indemnification and, except with respect to third party claims, pursued within such claim within six months thereafterone-year period, then the right to indemnification with respect thereto shall remain in effect until such matter shall have been finally determined and disposed of, of and any indemnification due in respect thereof shall have been paid.

Appears in 1 contract

Samples: Stock Purchase Agreement (Horizon Mental Health Management Inc)

Time Limits for Claims. Subject to the exceptions set forth in Section 8.37.3.3, no claim for indemnification may be made by any Buyer Monarch Indemnified Party in respect of Buyer Monarch Indemnifiable Losses unless the written notice required by Section 8.5 7.8 with respect to such Losses shall have been received by the Representatives Representative (as defined below) on a date prior to the first anniversary of date that is fifteen months after 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 Monarch Indemnifiable Loss as to which indemnity may be payable and the Buyer Monarch Indemnified Party shall have given notice of such facts to the Eventus StockholdersRepresentative as contemplated by Section 7.8, made a claim for indemnification and, except with respect to third party claims, pursued such claim within six three 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monarch Dental Corp)

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Time Limits for Claims. Subject to the exceptions set forth in ---------------------- Section 8.38.3.4, 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 Representatives Stockholder and the Beneficial Owners on a date prior to the first anniversary of the Closing Date; provided, however, that if prior to the applicable such 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 pursuant to Section 8.2 and the Buyer Indemnified Party shall have given notice of such facts to the Eventus StockholdersStockholder 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Segue Software Inc)

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