Seagate 2010 Annual Report Download - page 205

disputes the liability asserted under such Direct Claim, the Indemnifying Party shall send a notice of such dispute (an “ Objection
Notice ”) to the Indemnified Party within thirty (30) days following its receipt of such Notice of Claim. In the event the Indemnifying
Party disputes its liability with respect to such Direct Claim as provided above, as promptly as possible, such Indemnified Party and the
appropriate Indemnifying Party shall establish the merits and amount of such Direct Claim (by mutual agreement, litigation, arbitration
or otherwise) and, within ten (10) Business Days following the final determination of the merits and amount of such Direct Claim, the
Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such Direct Claim as
determined hereunder.
9.4
Survival Period; Time Limits .
(a)
The representations and warranties made by the parties herein shall not be extinguished by the Closing, but shall
survive the Closing for, and all claims for indemnification in connection therewith and all claims for indemnification in connection with
a breach of any covenant or other agreement made by the parties herein shall be asserted not later than the date falling, twelve (12)
months after the Closing Date, except that the representations and warranties set forth in Section 3.1 ( Organization ), Section 3.2
( Subsidiaries ), Section 3.3 ( Authority; Binding Nature of Agreement ), clauses (a) and (b) of Section 3.4 ( Absence of Restrictions ),
Section 3.19 ( Tax Matters ), Section 4.1 ( Organization and Standing ), Section 4.2 ( Authority; Binding Nature of Agreement ),
Section 4.3 ( Capitalization ), Section 4.4 ( Valid Issuance ) and clauses (a) and (b) of Section 4.7 ( Absence of Restrictions ) shall
survive until the date of the expiration of the applicable statute of limitations and as otherwise specified in the covenants in Section 5.
(b)
All claims for indemnification arising out of any of the Excluded Liabilities falling under Section 1.4(a) (and not
otherwise described in clauses (b) through (p) of Section 1.4) shall be asserted no later than the date falling two (2) years after the
Closing Date and be time-barred thereafter.
(c)
All claims for indemnification arising out of any of the Excluded Liabilities falling under Section 1.4(j) shall be
asserted no later than the date falling three (3) years after the Closing Date and be time-barred thereafter.
(d)
The Purchaser Indemnified Parties’ ability to make claims for indemnification arising out of the Excluded Liabilities
falling under clauses (b) through (i) and (k) through (p) of Section 1.4 shall survive until the date of the expiration of the applicable
statute of limitations.
(e)
Notwithstanding the foregoing clauses (a) through (d) of this Section 9.4, if, prior to the close of business on the last
day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for
indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to
survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms
hereof.
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