Time to Assert Claims Clause Samples

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. All claims for indemnification hereunder shall be asserted no later than twelve (12) months after the Closing Date, except as follows (i) claims with respect to (A) Losses arising out of or related in any way to any breach of or inaccuracy in the representations and warranties contained in Sections 3.1, 3.2, 3.5, 3.7.2, 4.1 and 4.2, and (B) Losses arising out of or related in any way to the matters described in Sections 10.1.1(i)(B), (ii) and (iii) and 10.1.2(ii) may be made without limitation, except as limited by law; and (ii) claims with respect to Losses arising out of or related in any way to any breach of or inaccuracy in the representations and warranties contained in Section 3.8 and in Section 3.13 as it relates to ERISA compliance hereof, may be made until, and shall be made no later than, thirty (30) days after the expiration of the applicable statute of limitations relative to the liability relating to such representation or warranty; and (iii) claims with respect to Losses arising out of or related in any way to any breach of or inaccuracy in the representations contained in Section 3.18 hereof, may be made until, and shall be made no later than twenty-four(24) months after the Closing Date;

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 11:59 P.M. (Eastern time) on the one (1) year anniversary of the Closing Date.

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. Any Claims made pursuant to Section 10.1 or Section 10.2, or otherwise hereunder, must be asserted by providing written notice to party against which the Claim is made within one year of the Closing Date, except for (i) Claims under Section 10.1(c) or Section 10.2(c) which must be made within three years of the Closing Date, (ii) Claims under Sections 10.1(e), 10.1(f), 10.1(h), 10.2(e), 10.2(f) or 10.2(h), which may be made at any time, or (iii) Claims under Section 10.2(g) which may be made at any time during the term, including any extensions thereof, of the related Real Property Lease. Any matters as to which a Claim has been asserted on or before the applicable deadline shall continue to be covered by Section 10.1 or Section 10.2, as the case may be, until finally terminated or resolved.

Time to Assert Claims. The representations and warranties made in Articles IV and V shall survive the Closing until the date that is one (1) year after the Closing Date; provided, however, that the representations and warranties set forth in Section 4.18 (Environmental Matters) shall survive the Closing until the date that is five (5) years following the Closing Date; provided, further, that the Fundamental Representations shall survive the Closing until the date that is seven (7) years following the Closing Date. Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation, warranty or covenant upon which such claim is based, the relevant representation, warranty or covenant shall not expire with respect to such claim, and such claim may be pursued, until the final resolution of such claim in accordance with the provisions of this Article VIII.

Time to Assert Claims. Transferee's obligation to indemnify ▇▇▇▇▇▇▇ and Transferor hereunder is subject to the condition that Transferee shall have received notice of the Losses described in clauses (a) and (b) of Section 13.03 (other than for executory covenants) for which indemnity is sought within three (3) years after the Closing Date, and, for Losses described in clause (b) of Section 13.03 and related to executory covenants, Losses described in clauses and (d) of Section 13.03, or Losses described in Section 13.04, prior to the expiration of the applicable statute of limitations therefor or four (4) years after the Closing Date, whichever is later.

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: (i) claims with respect to Losses arising out of or related in any way to the matters described in Sections 8. I (ii) and 8.2(ii), (iii) and (iv) may be made without limitation, except as limited by law; and (ii) claims with respect to Losses arising out of or related in any way to any breach of or inaccuracy in the representations and warranties contained in Sections 3.4, 3.5 and 3.6 hereof may be made until, and shall be made no later than, thirty (30) days after the expiration of the applicable statute of limitations relative to the liability relating to such representation or warranty.