Common use of Time Limits on Claims Clause in Contracts

Time Limits on Claims. 2.1 The Seller shall not be liable in respect of any Claim and any such Claim shall be wholly barred and unenforceable unless the Purchaser has given notice in writing of such Claim to the Seller: (a) within the period of 36 months from Completion, if such Claim is a Claim for breach of any of the Fundamental Warranties; (b) within the period of 84 months from Completion, if such Claim is a Tax Claim; and (c) within the period of 18 months from Completion, if such Claim is any other Claim. 2.2 The Purchaser shall give notice in writing of any Claim to the Seller as soon as reasonably practicable, and in any event within 30 Business Days, following the Purchaser becoming aware of the facts, matters or circumstances giving rise to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, of any alleged loss and the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To the extent the fact, matter, event or circumstance giving rise to a Claim is capable of remedy, the Seller shall not be liable for such Claim if and to the extent that it is remedied to the reasonable satisfaction of the Purchaser within 30 Business Days of the date of the notice referred to in paragraph 2.1. 2.4 The Seller shall not be liable in respect of any Claim, and any liability of the Seller in respect of such Claim shall absolutely determine and cease, to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 months after the date of the notice referred to in paragraph 2.1 is given.

Time Limits on Claims. 2.1 The Seller Subject to paragraph 2.3, a Vendor shall not be liable (and no claim shall be brought against any Vendor) in respect of any Claim and any such Claim shall be wholly barred and unenforceable or claim under the Tax Covenant unless the Purchaser has given notice in writing of such Claim or claim under the Tax Covenant to the Sellersuch Vendor: (a) in the case of a claim made under the Tax Warranties or under the Tax Deed of Covenant as soon as reasonably practicable after the Purchaser becomes aware of such claim, and in any event within the period of 36 months from Completion, if such Claim is a Claim for breach seven years beginning with the date of any of the Fundamental Warranties;this Agreement; and (b) within in any other case, as soon as reasonably practicable after the period Purchaser becomes aware of 84 months from Completionsuch claim, if such Claim is a Tax Claim; and (c) and in any event within the period of 18 months from Completion, if such Claim is any other Claimbeginning with the date of this Agreement. 2.2 The Purchaser shall give notice in writing of any Claim Subject to the Seller as soon as reasonably practicableparagraph 2.3, and in any event within 30 Business Days, following the Purchaser becoming aware of the facts, matters or circumstances giving rise to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, of any alleged loss and the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To the extent the fact, matter, event or circumstance giving rise to a Claim is capable of remedy, the Seller shall not be liable for such Claim if and to the extent that it is remedied to the reasonable satisfaction of the Purchaser within 30 Business Days of the date of the notice referred to in paragraph 2.1 shall include a summary of the nature of the Claim as far as it is known to the Purchaser and the amount claimed (detailing the Purchaser’s calculation of the loss thereby alleged to have been suffered). 2.3 Any failure by the Purchaser to: (a) give notice of a Claim or a claim under the Tax Covenant as soon as reasonably practicable in accordance with paragraph 2.1; or (b) serve a notice which complies with the provisions of paragraph 2.2, shall not relieve any Vendor of liability in respect of the relevant Claim or claim under the Tax Covenant, except to the extent that the liability of such Vendor under such Claim or claim under the Tax Covenant would be higher than it otherwise would have been as a result of such failure but then only to the extent of any such increase. 2.4 The Seller shall not be liable in respect For the avoidance of doubt, the Purchaser may give notice of any ClaimClaim in accordance with paragraph 2, and whether or not the amount set out in paragraph 1.3 has been exceeded at the time the notice is given. 2.5 A Claim (other than a Claim under the Tax Warranties) notified in accordance with paragraph 2.1 of this Schedule 6 is unenforceable against any liability Vendor on the expiry of the Seller in respect period of such Claim shall absolutely determine and cease, to 24 months after the extent not previously satisfied, withdrawn or settleddate of this Agreement, unless legal proceedings in respect of such Claim have been issued and served on such Vendor within 12 months after such period. 2.6 In relation to any Claim (other than a Claim under the date Tax Warranties) in respect of any contingent liability: (a) paragraph 2.5 of this Schedule 6 will apply where such contingent liability has become an actual liability during the notice period referred to in such paragraph 2.1 is given2.5; or (b) otherwise, such Claim shall be unenforceable against any Vendor on the expiry of the period of 6 months following the date on which such contingent liability becomes an actual liability, unless proceedings in respect of such Claim have been served on such Vendor within such period.

Time Limits on Claims. 2.1 The 3.1 No Seller shall not be liable in respect of any Claim and any such Claim shall be wholly barred and unenforceable unless the Purchaser Buyer has given notice in writing of such Claim to the SellerSeller Representative (on behalf of the relevant Seller(s)) in accordance with paragraph 3.2: (a) in the case of a Tax Claim, by the date falling sixty (60) days after the expiry of the period allowed by statute of the relevant jurisdiction during which an assessment of the relevant liability to Tax or other Demand (as defined in Schedule 8) may be issued or brought by the relevant Tax Authority (including any applicable extensions) or, if there is no such period, within the period of 36 seven (7) years beginning with the Completion Date; (b) in the case of a Fundamental Warranty Claim, within the period of five (5) years beginning with the Completion Date; (c) in the case of any Business Warranty Claim or Relevant Claim, within the period of twelve (12) months from Completion, if such Claim is a beginning with the Completion Date; (d) in respect of any other Claim for breach of any covenant given by the Sellers and which fell due for performance at or before Completion (including any covenant in respect of (i) Condition satisfaction; (ii) the Fundamental Warranties; pre-Completion undertakings set out in Schedule 3; or (biii) the delivery of its Completion deliverables pursuant to Clause 5 and Schedule 5), within the period of 84 twelve (12) months from Completion, if such Claim is a Tax Claimbeginning with the Completion Date; and (ce) within the period in respect of 18 months from any other Claim relating to a breach that occurred after Completion, if such Claim is any other Claimthe applicable statutory limitation period. 2.2 The Purchaser shall give 3.2 Any notice referred to in writing of any Claim paragraph 3.1 must be given to the Seller Representative (on behalf of the relevant Seller(s)) as soon as reasonably practicable, and in any event within 30 Business Days, following practicable after the Purchaser becoming Buyer becomes aware of the facts, matters or circumstances giving rise matter reasonably likely to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving give rise to the Claim, and shall: (a) include a summary of the Purchaser’s bona fide estimate, nature of the Claim so far as it is known to the extent reasonably practicable, Buyer and a good faith calculation of any alleged loss and the amount claimed (on a without prejudice basis); and (b) specify (without prejudice to the Buyer’s right subsequently to identify other Warranties or provisions which are breached by the same facts) the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To , provided that the extent failure of the fact, matter, event or circumstance giving rise notice from the Buyer to a Claim is capable comply with the requirements of remedy, the Seller paragraphs 3.2(a) and (b) shall not be liable for such Claim if and operate to limit the liability of any relevant Seller except to the extent that it such Seller’s ability to defend such Claim is remedied to prejudiced or the reasonable satisfaction liability of such Seller is increased as a result of such failure or delay. 3.3 For the Purchaser within 30 Business Days avoidance of doubt, the date Buyer may give notice of any single Claim in accordance with this paragraph 3, whether or not the amount set out in paragraph 1.31.4 has been exceeded at the time the notice referred to in paragraph 2.1. 2.4 The Seller shall not be liable in respect of any Claim, and any liability of the Seller in respect of such Claim shall absolutely determine and cease, to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 months after the date of the notice referred to in paragraph 2.1 is given.

Time Limits on Claims. 2.1 The Seller shall not be liable Vendors will have no obligation or liability to the Purchaser or any other person whatsoever in respect of any Claim Warranty Claim, or for any other loss, claim or damage whatsoever under or in respect of any matter arising from this Agreement or otherwise in relation to the sale of the Shares to the Purchaser (other than in respect of the Tax Indemnity and Tax Warranties in respect of which clause 11.3 applies, and any such breach of clause 14), unless: a written notice of the relevant Warranty Claim shall be wholly barred or other claim under or in respect of any matter arising from this Agreement or the sale of the Shares setting out specific details of the relevant claim is received by the Vendors not later than 24 months after the Completion Date; and unenforceable unless b the Purchaser has given notice in writing of such Claim to notified the Seller: (a) within the period of 36 months from Completion, if such Claim is a Claim for breach of any Vendors of the Fundamental Warranties; relevant Warranty Claim or other claim (bincluding giving reasonable details of the nature of the relevant claim) within the period of 84 months from Completion, if such Claim is a Tax Claim; and (c) within the period of 18 months from Completion, if such Claim is any other Claim. 2.2 The Purchaser shall give notice in writing of any Claim to the Seller as soon as reasonably practicablepracticable after the Purchaser becomes aware that a matter, information, event or circumstance is reasonably likely to give rise to such a claim, and in any event within 30 Business Days, following not more than 40 working days after the Purchaser becoming becomes aware of that the factsmatter, matters or circumstances giving rise to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, of any alleged loss and the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To the extent the fact, matterinformation, event or circumstance giving is reasonably likely to give rise to such a Claim is capable of remedyclaim. If the Purchaser does not comply with this obligation, the Seller shall Vendors will not be liable for such Claim if and to the Purchaser to the extent that it is remedied such failure increases the amount of the claim or the Vendors’ liability in respect of the claim. Notwithstanding any other provision of this Agreement, and to the reasonable satisfaction of fullest extent permitted by law, the Purchaser within 30 Business Days of the date of the notice referred to in paragraph 2.1. 2.4 The Seller shall Vendors are not be liable under any Warranty Claim or other claim under or in respect of any Claimmatter arising from this Agreement or the sale of the Shares (other than in respect of the Tax Indemnity and Tax Warranties in respect of which clause 11.3 applies, and any liability breach of clause 14), unless, within 12 months of the Seller date the Vendors are notified of the relevant Warranty Claim or other claim in accordance with clause 10.6a either: i the Purchaser has issued or served legal proceedings against the Vendors in respect of such the Warranty Claim shall absolutely determine and ceaseor other relevant claim; or ii the Warranty Claim or other relevant claim has been agreed, to compromised or settled or the extent not previously satisfied, withdrawn or settled, unless legal proceedings Vendors have assumed conduct of a Third Party Claim under clause 10.9 in respect of such Claim have been issued and served within 12 months after connection with the date of the notice referred to in paragraph 2.1 is givenrelevant claim.

Time Limits on Claims. 2.1 The Seller Vendors shall not be liable in respect of any Claim and any such Claim shall be wholly barred and unenforceable unless the Purchaser has given notice in writing of such Claim to the Seller: Vendors (a) with respect to all Claims (other than Claims for a breach of the Fundamental Warranties and Claims included in limb (c) of this paragraph 2.1) within the period of 36 9 months from Completion, if such Claim is a Claim for breach of any of the Completion Date; (b) with respect to Claims under the Fundamental Warranties; , prior to the date that is 2 years from the Completion Date; and (bc) with respect to Claims for a breach of the covenants and agreements of the Vendors contained in the Transaction Documents which by their terms are to be performed or observed following Completion (excluding any Claim under Clause 9.5), within the period of 84 9 months from Completion, if the expiration of such Claim is a Tax Claim; and (c) within the period of 18 months from Completion, if such Claim is any other Claimcovenants or agreements. 2.2 The Purchaser shall give notice in writing of any Claim to the Seller Vendors as soon as reasonably practicablepracticable and, and in any event event, within 30 Business Days, following Days of the Purchaser becoming aware of the facts, matters or circumstances giving rise to such Claim. The failure to so notify the Vendors shall not release, waive or otherwise affect the Purchaser’s rights in respect of any Claim except to the extent the Vendors have suffered loss or prejudice as a result of such failure. Such notice shall shall, include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, estimate of any alleged loss Loss (if such information is reasonably available at such time) and the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To the extent the fact, matter, event or circumstance giving rise to a Claim is capable of remedy, the Seller Vendors shall not be liable for such Claim if and to the extent that it is remedied to the reasonable satisfaction of the Purchaser within 30 Business Days of the date of the notice referred to in paragraph 2.12.2. 2.4 The Seller Vendors shall not be liable in respect of any Claim, Claim and any liability of the Seller Vendors in respect of such Claim shall absolutely determine and cease, to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 6 months after the date of the notice referred to in paragraph 2.1 2.2 is given.

Time Limits on Claims. 2.1 The Seller Except as otherwise provided in this Section 9.5, the representations and warranties of each of the parties hereto set forth in this Agreement or in any certificate delivered by any party at the Closing shall not survive the Closing and the consummation of the Transactions and continue until the date that is twelve (12) months after the Closing Date, at which time they shall expire and be liable in respect of no further force and effect (the “Survival Period”); provided, however, that the Survival Period for breaches of any Claim Fundamental Representations and any such Claim Section 4.18 (Employee Benefits) shall be wholly barred and unenforceable unless until the Purchaser has given notice in writing expiration of such Claim to the Seller: statute of limitations plus sixty (a60) within the period of 36 months from Completion, if such Claim is a Claim days. No claim or action shall be brought under this Article IX for breach of a covenant or agreement more than twelve (12) months following the last day on which such covenant or agreement is required to be performed; provided, however, that (i) any Venosan Claims or claims related to the Retained Assets may be made at any time until the expiration of the statute of limitations plus sixty (60) days and (ii) any Environmental Claims shall be until such date as described in Section 6.9(l). The parties intend to shorten the statute of limitations and agree that no claims or causes of action (other than those (A) relating to fraud by a party or (B) relating to breaches any Fundamental Representation or Section 4.18 (Employee Benefits) or any Venosan Claims, Environmental Claims or claims related to the Retained Assets) may be brought against a party based upon, directly or indirectly, (i) any of the Fundamental Warranties; representations or warranties contained in this Agreement or any certificate delivered by a party at the Closing after the expiration of Survival Period and (bii) within the period of 84 months from Completion, if such Claim is a Tax Claim; and (c) within the period of 18 months from Completion, if such Claim is any other Claim. 2.2 The Purchaser shall give notice in writing of any Claim to the Seller as soon as reasonably practicable, and in any event within 30 Business Days, following the Purchaser becoming aware of the facts, matters or circumstances giving rise to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts covenants and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, of any alleged loss and the specific Seller Warranties or other provisions of agreements made by a party under this Agreement which are alleged to have been breached. 2.3 To the extent the fact, matter, event or circumstance giving rise to a Claim is capable of remedy, the Seller shall not be liable for such Claim if and to the extent that it is remedied to the reasonable satisfaction of the Purchaser within 30 Business Days of the date of the notice referred to in paragraph 2.1. 2.4 The Seller shall not be liable in respect of any Claim, and any liability of the Seller in respect of such Claim shall absolutely determine and cease, to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 months after the date that is twelve (12) months following the last day on which such covenant or agreement was required to be performed. Notwithstanding the preceding portion of this Section 9.5, any claim relating to the notice referred breach of a representation, warranty, covenant or agreement set forth herein that is asserted in writing pursuant to Section 9.4 prior to the applicable survival end date described above shall survive until such claim is finally resolved and satisfied in paragraph 2.1 is givenaccordance with this Article IX.

Time Limits on Claims. 2.1 The No Seller shall not be liable in respect of any Claim and any such Claim shall be wholly barred and unenforceable unless unless: (a) with respect to a Claim by the Purchaser Buyer, the Buyer has given notice in writing of such Claim to the relevant Seller; and (b) with respect to a Claim by a Seller, the Seller making the Claim has given notice in writing of such Claim to the other Seller (in the case of a Claim against that Seller) or the other Seller and the Buyer (in the case of a Claim against the Buyer), within the following periods: (ai) in the case of a Fundamental Warranty Claim, within the period of six years commencing on the Completion Date; (ii) in the case of a Business Warranty Claim, other than an Environmental Warranty Claim within the period of 18 months commencing on the Completion Date; (iii) in the case of an Environmental Warranty Claim, within the period of 24 months commencing on the Completion Date; (iv) in the case of a Product Liability Indemnity Claim, within the period of 36 months from Completioncommencing on the Completion Date; (v) in the case of a Tax Claim, within the period of seven years commencing on the Completion Date or, if such longer, the period ending 30 days after the expiry of the statutory period within which the relevant Tax Authority may assess the Tax liability or related Tax which is the subject of that Tax Claim is a under applicable Law; and (vi) in the case of any other Claim (other than Claims under, pursuant to or for breach of Clause 21), within the period of seven years commencing on the Completion Date. 2.2 Any notice referred to in paragraph 2.1 shall: (a) be given as soon as reasonably practicable and, in any event, within 30 Business Days of the Fundamental Warrantiesperson giving such notice (the “Notifying Party”) becoming aware of the facts, matters, circumstances or events giving rise to such Claim; (b) within include a summary of the period nature and reasonable details of 84 months from Completion, if such the Claim so far as is known to the Notifying Party together with the Notifying Party’s good-faith estimate of the amount claimed (on a Tax Claimwithout prejudice basis); and (c) within the period of 18 months from Completion, if such Claim is any other Claim. 2.2 The Purchaser shall give notice in writing of any Claim specify (without prejudice to the Seller as soon as reasonably practicable, and in any event within 30 Business Days, following Notifying Party’s right subsequently to identify other Warranties or other provisions of this Agreement which are breached by the Purchaser becoming aware of the same facts, matters or circumstances giving rise to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, of any alleged loss and ) the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To , provided that the extent failure of the factnotice from the Notifying Party’s to comply with the requirements of paragraphs 2.2(a), matter, event or circumstance giving rise to a Claim is capable of remedy, the Seller 2.2(b) and 2.2(c) shall not be liable for such Claim if and operate to limit the liability of the relevant Seller except to the extent that it the liability of such Seller is remedied to the reasonable satisfaction increased as a result of the Purchaser within 30 Business Days of the date of the notice referred to in paragraph 2.1such failure. 2.4 The 2.3 No Seller shall not be liable in respect of any Claim, Claim and any liability of the Seller in respect of such Claim shall absolutely determine and ceasecease (and no new Claim may be made in respect of the facts, matter, events or circumstances giving rise to such Claim), to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 nine months after the date of on which the notice referred to in paragraph 2.1 is givengiven unless proceedings in respect of the subject matter of the Claim: (a) have been commenced by being both issued and validly served on the relevant Seller; and (b) have not been withdrawn or terminated, provided that such nine-month time limit shall not start to run: (i) in the case of any Claim which is based on a liability which a contingent liability until such time as the contingent liability becomes an actual liability; and (ii) any Claim to which paragraphs 9 or 14 of this Schedule 7 applies, in each case, until such paragraph no longer applies to such Claim.

Time Limits on Claims. 2.1 The Seller No Vendor shall not be liable in respect of any Claim and any such Claim shall be wholly barred and unenforceable for breach of a Fundamental Warranty, unless the Purchaser has given notice in writing of such Claim to the Seller: (a) within Vendor’s Representative and in the period case of 36 months an Institutional Vendor the Institutional Vendor, on or before the date that is [***] from the date of Completion, if such Claim is a Claim for breach of any of the Fundamental Warranties; (b) within the period of 84 months from Completion, if such Claim is a Tax Claim; and (c) within the period of 18 months from Completion, if such Claim is any other Claim. 2.2 The There shall be no liability in respect of any Warranty Claim other than an IP Claim or a Tax Warranty Claim, unless the Purchaser shall give has given notice in writing of any such Warranty Claim to the Seller as soon as reasonably practicable, and in any event within 30 Business Days, following Vendor’s Representative on or before the Purchaser becoming aware date that is [***] from the date of the facts, matters or circumstances giving rise to such Claim. Such notice shall include such detail as is reasonably available to the Purchaser at the time of the relevant facts and circumstances giving rise to the Claim, the Purchaser’s bona fide estimate, to the extent reasonably practicable, of any alleged loss and the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breachedCompletion. 2.3 To There shall be no liability in respect of any IP Claim or Tax Claim, unless the extent the fact, matter, event Purchaser has given notice in writing of such IP Claim or circumstance giving rise to a Tax Claim is capable of remedy, the Seller shall not be liable for such Claim if and (as applicable) to the extent Vendor’s Representative on or before the date that it is remedied to the reasonable satisfaction of the Purchaser within 30 Business Days of [***] from the date of the notice referred to in paragraph 2.1Completion. 2.4 The Seller notices referred to in paragraphs 2.1 to 2.3 shall include a summary, stating in reasonable detail, the nature of the Claim as far as it is known to the Purchaser and the amount claimed provided that the failure to include such reasonable detail of the nature of the Claim shall not be liable in respect of any Claim, and any a condition precedent to the liability of a party, or prejudice the Seller in respect of Purchaser’s right to claim under this Agreement (unless such Claim shall absolutely determine and ceasebreach has prejudiced the Vendors or the Warrantors, but then only to the extent of such prejudice). 2.5 For the avoidance of doubt, the Purchaser may give notice of any single Claim in accordance with this paragraph 2 (as applicable), whether or not previously satisfied, withdrawn or settled, the amount set out in paragraph 1.4 has been exceeded at the time the notice is given. 2.6 There shall be no liability for a Warranty Claim unless legal proceedings in respect of such Warranty Claim have been issued and served made within 12 months after a period of [***] starting on the date day of notification of the notice Warranty Claim (and provided that such Warranty Claim has not otherwise been satisfied, settled or withdrawn). 2.7 If a Warranty Claim which is based on a liability which is a contingent liability is notified within the applicable time limit in paragraphs 2.1 to 2.3 inclusive, then the [***] period referred to in paragraph 2.1 is given2.6 will commence on the day on which the relevant contingent liability becomes an actual liability.

Time Limits on Claims. 2.1 The Seller shall will not be liable in respect of any Claim Claim, and any such Claim shall will be wholly barred and unenforceable unless the Purchaser Buyer has given notice in writing of such Claim to the Seller: (a) in the case of a Tax Claim, within the period of 36 months from Completion, if such Claim is a Claim for breach of any of five years beginning with the Fundamental WarrantiesCompletion Date; (b) in the case of a Fundamental Warranty Claim, within the period of 84 months from Completion, if such Claim is a Tax Claimtwo years beginning with the Completion Date; and (c) in the case of any other Claim, within the period of 18 12 months from Completion, if such Claim is any other Claimbeginning with the Completion Date. 2.2 The Purchaser shall give Any notice referred to in writing of any Claim paragraph 2.1 must: (a) be given by the Buyer to the Seller as soon as reasonably practicablepracticable and, and in any event event, within 30 Business Days, following Days of the Purchaser Buyer becoming aware of the facts, matters matters, circumstances or circumstances events giving rise to such Claim. Such notice shall ; (b) include such detail and supporting evidence as is reasonably available to the Purchaser Buyer at the time of the relevant facts and circumstances giving rise to the Claim, together with the PurchaserBuyer’s bona fide estimate, to the extent reasonably practicable, good faith estimate of any alleged loss and Liability; and (c) specify (without prejudice to the Buyer’s right subsequently to identify other Warranties which are breached by the same facts) the specific Seller Warranties or other provisions of this Agreement Deed which are alleged to have been breached. 2.3 To , but the extent failure of the factnotice from the Buyer to comply with the requirements of sub-paragraphs (a), matter, event or circumstance giving rise (b) and (c) will not operate to a Claim is capable of remedy, limit the Seller shall not be liable for such Claim if and Seller’s liability except to the extent that it the Seller’s ability to defend such Claim is remedied to prejudiced or the reasonable satisfaction Seller’s liability (or reasonably and properly incurred costs and expenses of the Purchaser within 30 Business Days Seller in defending such Claim) is increased as a result of such failure. 2.3 For the date avoidance of doubt, the Buyer may give notice of any single Claim in accordance with paragraph 2, whether or not the amount set out in paragraph 1.4 has been exceeded at the time the notice referred to in paragraph 2.1is given. 2.4 The Seller shall will not be liable in respect of any Claim (other than a Tax Covenant Claim), and any the Seller’s liability of the Seller in respect of such Claim shall absolutely determine will cease (and ceaseno new Claim may be made in respect of the facts, matter, events or circumstances giving rise to such Claim) to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 six months after the date of on which the notice referred to in paragraph 2.1 is givengiven unless court proceedings in respect of the subject matter of the Claim: (a) have been commenced by being both issued and validly served on the Seller; and (b) have not been withdrawn or terminated and are continuing to be pursued with reasonable diligence by the Buyer.

Time Limits on Claims. 2.1 The Neither the Seller nor the Seller Guarantor shall not be liable in respect of any Claim and any such Claim shall be wholly barred and unenforceable unless the Purchaser Buyer has given notice in writing of such Claim to the Seller: (a) in the case of a Tax Claim or a Fundamental Warranty Claim, within the period of seven years beginning with the Completion Date; (b) in the case of a Contractor Tax Indemnity Claim, Seller Guarantor Tax Indemnity Claim or a Reorganisation Tax Indemnity Claim, within the period of five years beginning with the Completion Date; (c) in the case of any Business Warranty Claim, Reorganisation Indemnity Claim (other than a Reorganisation Tax Indemnity Claim), Gaming Indemnity Claim, Contractor Indemnity Claim (other than a Contractor Tax Indemnity Claim) or Seller Guarantor Indemnity Claim (other than a Seller Guarantor Tax Indemnity Claim or a Seller Guarantor Indemnity Claim pursuant to paragraph 1.1(b) of Schedule 12), within the period of 36 months from Completion, if such Claim is a Claim for breach beginning with the Completion Date; and (d) in the case of any of the Fundamental Warranties; (b) Money Indemnity Claim, within the period of 84 12 months from Completion, if such Claim is a Tax Claim; and (c) within beginning with the period of 18 months from Completion, if such Claim is any other ClaimCompletion Date. 2.2 The Purchaser shall give Any notice referred to in writing of any Claim paragraph 2.1 shall: (a) be given by the Buyer to the Seller as soon as reasonably practicablepracticable and/or, and in any event event, within 30 Business Days, following Days of the Purchaser Buyer becoming aware of the facts, matters matters, circumstances or circumstances events giving rise to such Claim. Such notice shall ; (b) include such detail and supporting evidence as is reasonably available to the Purchaser Buyer at the time of the relevant facts and circumstances giving rise to the Claim, together with the PurchaserBuyer’s bona fide estimate, to the extent reasonably practicable, good faith estimate of any alleged loss and Loss (or, in the case of a Tax Covenant Claim, the amount of the liability in question); and (c) specify (without prejudice to the Buyer’s right subsequently to identify other Warranties which are breached by the same facts) the specific Seller Warranties or other provisions of this Agreement which are alleged to have been breached. 2.3 To , provided that the extent failure of the factnotice from the Buyer to comply with the requirements of paragraphs (a), matter, event or circumstance giving rise (b) and (c) shall not operate to a Claim is capable limit the liability of remedy, the Seller shall not be liable for such Claim if and except to the extent that it the Seller’s ability to defend such Claim is remedied to prejudiced or the reasonable satisfaction liability of the Purchaser within 30 Business Days Seller (or reasonably and properly incurred costs and expenses of the date Seller in defending such Claim) is increased as a result of the notice referred to in paragraph 2.1such failure. 2.4 2.3 The Seller shall not be liable in respect of any Claim (other than a Tax Claim, a Contractor Tax Indemnity Claim, a Seller Guarantor Tax Indemnity Claim or a Reorganisation Tax Indemnity Claim) and any liability of the Seller in respect of such Claim shall absolutely determine and ceasecease (and no new Claim may be made in respect of the facts, matter, events or circumstances giving rise to such Claim), to the extent not previously satisfied, withdrawn or settled, unless legal proceedings in respect of such Claim have been issued and served within 12 six months after the date of on which the notice referred to in paragraph 2.1 is givengiven unless proceedings in respect of the subject matter of the Claim: (a) have been commenced by being both issued and validly served on the Seller; and (b) have not been withdrawn or terminated, provided that such six month time limit shall not start to run: (c) in respect of any Claim based on a liability to a third party until such liability becomes due and payable; and (d) in the case of a contingent or unquantifiable liability, until six months after such loss becomes an actual quantifiable liability.