Common use of Claims Period Clause in Contracts

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Claims Period Periods hereunder shall begin on the date hereof and terminate as follows: (i) with respect to Buyer’s Losses arising under Section 11.2 11.2, the Claims Period shall begin on continue until the second (2nd) anniversary of the Closing Date and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to BuyerSeller’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws)Losses, the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, Claims Period shall continue until the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on , provided however, in case of each of the Closing Date an terminate as follows: foregoing clauses (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter), that the second (2nd) anniversary of Fundamental Representations shall survive the Closing Date; and (c) indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified in writing 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. As used herein, the term “Fundamental Representations” shall mean the representations and warranties contained in Section 3.1 (Existence and Capacity), Section 3.2 (Powers; Consents; Absence of Conflicts with Other Agreements, Etc.), Section 3.3 (Binding Agreement), 3.28 (No Broker), Section 4.1 (Powers; Consents, Absence of Conflicts with Other Agreements, Etc.), Section 4.2 (Binding Agreement) and Section 12.7 (No Brokerage).

Claims Period. For purposes of this Agreement, a "Claims Period" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party, which period shall (a) The Claims Period begin on the date hereof and (b) terminate as follows: (i) with respect to Buyer’s any Losses arising under Section 11.2 covered by Sections 9.2(a) or 9.3(a) hereof, the Claims Period shall begin terminate on the Closing Date and terminate as follows: date that is eighteen (i)with 18) months from the date hereof; provided, however, the Claims Period shall (A) continue until the expiration of any applicable statute of limitations (giving effect to any extensions thereof) with respect to Buyer any Losses arising out resulting from any breach or inaccuracy of a breach of a any representation or warranty under Sections contained in Section 3.12 or Section 3.14 hereof; and (B) the Claims Period shall continue indefinitely with respect to any Losses resulting from any breach or inaccuracy of any representation or warranty contained in Section 3.1, 3.2 3.2, 3.4, 4.1, 4.2, 5.1 or 3.3 5.2 hereof, indefinite; and (ii) with respect to Buyer’s any Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliancecovered by Sections 9.2(b), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws9.2(c), 9.2(d), 9.2(e), 9.2(f), 9.2(g) or 9.3(b) hereof, the third anniversary Claims Period shall continue until expiration of the Closing Date; and applicable statute of limitations (iii) with respect after giving effect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) extensions thereof). Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder for shall begin on the Closing Date date hereof and terminate as follows: eighteen (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii18) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of months after the Closing Date; and (iii) with respect provided that the Claims Period for any claim for indemnification asserted relating to Buyer Losses arising out a breach or inaccuracy of any other matterrepresentation or warranty set forth in Section 4.1, the second (2ndSection 4.2, Section 4.3, Section 4.4, Section 4.14, Section 4.25, Section 5.1, Section 5.2, Section 5.8 or in Section 10.1(c), Section 10.1(d) anniversary of the Closing Date; (bor Section 10.1(f) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the date hereof and terminate ninety (90) days after the expiration of the applicable statutory periods of limitation (including any waivers or extensions thereof); and, provided, further, that the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation shall survive for the period provided in such covenants and agreements, if any, or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) until fully performed. Notwithstanding the foregoing, if, prior to before the close of business on the last day of the applicable Claims Period, an the Indemnifying Party shall have been is properly notified of a claim for indemnity hereunder and such claim shall is 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.

Claims Period. For purposes of this Agreement, a “Claims Period” shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party, which period shall (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and (b) terminate as follows: : (i)with i) with respect to Buyer Losses Damages arising out under Section 10.3(a)(i) (other than as a result of a breach of any agreement set forth in Section 6.9), Section 10.3(b)(i) (other than as a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out result of a breach of representation any agreement set forth in Section 6.9) or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws10.3(b)(iv), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, Claims Period shall terminate on the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses Damages arising out under Section 10.3(a)(i) or Section 10.3(b)(i), in each case as a result of a breach of any other matteragreement set forth in Section 6.9 and with respect to Damages arising under Section 10.3(a)(ii), Section 10.3(a)(iii), or Section 10.3(b)(ii), the second (2nd) anniversary Claims Period shall continue until the expiration of the Closing Dateapplicable statute of limitations; and (ciii) with respect to Damages arising under Section 10.3(a)(iii) or Section 10.3(b)(iii), the Claims Period shall not terminate. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) For purposes of this Agreement, a "Claims Period" shall be the period during which an Indemnified Party may assert a claim for indemnification under this Agreement. The Claims Period with respect to Buyer’s Losses arising Periods under Section 11.2 this Agreement shall begin on the Closing Date date hereof and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Purchaser Losses arising out of any other mattermaterial breach or inaccuracy of any representation or warranty by the Company in Section 4.13 of the Agreement, the second Claims Period shall continue indefinitely, except as limited by law (2nd) anniversary including by applicable statutes of the Closing Datelimitation); (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s all other Purchaser Losses arising out of any other matterbreach or inaccuracy of any representation or warranty by the Company and with respect to all Company Losses arising out of any provision of this Agreement, the second Claims Period shall terminate on the date that is five (2nd5) anniversary of years after the Closing Datedate hereof; and (c) with respect to all Purchaser Losses arising out of any breach under Sections 9.1(a), 9.1(b), 9.1(d), 9.1(e), or Company Losses arising out of any breach under 9.2(a), 9.2(b), 9.2(d), or 9.2(e) (collectively, the "Surviving Obligations"), the Claims Period shall terminate on the date that is five (5) years after the date that Purchaser or Company discovered the other party's breach of the Surviving Obligation. Notwithstanding the foregoing, if, prior to the close of the business day on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising Periods under Section 11.2 this Agreement shall begin on the Closing Date date of this Agreement and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s Purchaser Losses arising out of a breach of representation or warranty under (i) Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii9.1(a) with respect to Buyer Losses arising out any breach or inaccuracy of any other matterrepresentation or warranty in Section 3.2 (Authorization), Section 3.3 (Capital Stock) and Section 3.14 (Tax Returns; Taxes) (collectively, the second “Surviving Representations”) or (2ndii) anniversary Sections 9.1(b), 9.1(c), 9.1(d) and 9.1(e) (collectively, the “Surviving Obligations”), the Claims Period shall continue indefinitely, except as limited by Law (including any applicable statutes of the Closing Datelimitation); (b) The Claims Period with respect to Seller’s Company Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (iSections 9.2(b) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter9.2(c), the second Claims Period shall continue indefinitely, except as limited by Law (2nd) anniversary including any applicable statutes of the Closing Datelimitation); and (c) with respect to all other Purchaser Losses or Company Losses arising under this Agreement, the Claims Period shall terminate on the date that is 18 months following the Closing Date (the “Escrow Termination Date”). Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder under this Agreement 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 under this Agreement until such claim is finally resolved or disposed of in accordance with the terms hereofof this Agreement.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 Periods hereunder shall begin on the Closing Date date hereof and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Buyer Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a11.2, the Claims Period shall continue until the first (1st) and 4.2 anniversary of the Closing Date and (ii) with respect to Seller’s Losses arising out of any other matterSeller Losses, the second Claims Period shall until the first (2nd1st) anniversary of the Closing Date; and (c) Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, 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 the 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. Further notwithstanding the foregoing, the Claims Period with respect to Seller’s indemnity obligations (a) under the following Sections, shall survive until the second (2nd) anniversary of the Closing Date: Section 11.2(i) with respect to breach of Sections 3.9, 3.15 and 11.2(iv), (b) arising from Seller’s common law fraud, willful misconduct or criminal activity, shall survive the Closing for the applicable statute of limitations, and (c) under the following Sections, shall survive the Closing for the applicable statute of limitations: Section 11.2(i) with respect to breach of Sections 3.1, 3.2, 3.3, and 3.17, Section 11.2(ii) and Section 11.2(iii).

Claims Period. The Claims Period under this Agreement with respect to all Losses described in Section 8.1(a) and 8.2(a) shall commence on the Closing Date and shall terminate on the date that is twelve (12) months after the Closing Date, except that (a) The the Claims Period with respect to Buyer’s for Losses arising under from breaches of Section 11.2 3.5 shall begin commence on the Closing Date and terminate as follows: on the day that is thirty (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii30) with respect to Buyerdays after Seller’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary delivery of the Closing DateBalance Sheet; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The the Claims Period with respect to Seller’s for Losses arising under Section 11.1 from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall begin commence on the Closing Date an and extend without limitation as to time; (c) the Claims Period for Losses arising from breaches of Section 3.13 shall commence on the Closing Date and terminate as follows: on the date that is ninety (i90) days after the expiration of the applicable statute of limitations; and (d) the Claims Period for Losses arising from breaches of Section 3.15 shall commence on the Closing Date and terminate on the date that is three (3) years from the Closing Date. The Claims Period under this Agreement with respect to Seller’s all Losses arising out of a breach of a misrepresentation or warranty under described in Section 4.1(a8.1(e) and 4.2 Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (ii5) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of years from the Closing Date; and (c) . Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, 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. The covenants and agreements set forth in this Agreement, any of the Seller Ancillary Documents or any of the Buyer Ancillary Documents that by their terms are to be performed after the Closing shall survive until fulfilled in accordance with their terms.

Claims Period. (a) The For purposes of this Agreement, the “Claims Period” shall be the period after the Closing Date during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein other than the Specified Representations and the Fundamental Representations shall have a Claims Period with respect to Buyer’s Losses arising under Section 11.2 of three (3) years from the Closing Date. The Fundamental Representations shall begin on have a Claims Period of five (5) years from the Closing Date and terminate as follows: the Specified Representations shall have a Claims Period that survives until the expiration of the applicable statute of limitations, plus sixty (i)with respect 60) days (giving effect to Buyer Losses arising out of a breach of a representation any waiver, mitigation or warranty under Sections 3.1extension thereof). All other claims for indemnification, 3.2 or 3.3 hereof, indefinite; (ii) including with respect to Buyer’s Losses arising out any covenants and agreements of the Parties contained herein, shall have a breach of representation or warranty under Section 3.9 Claims Period that survives for five (Regulatory Compliance), Section 3.13 (Employee Benefit Plans5) and/or Section 3.15 (Environmental Laws), the third anniversary of years from the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) . Notwithstanding the foregoing, if, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the close of business on the last day expiration date of the applicable Claims Period, an Indemnifying Party Period shall have been properly notified not thereafter be barred by the expiration of a claim for indemnity hereunder the relevant Claims Period and such claim claims 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.

Claims Period. For purposes of this Agreement, the “Claims Period” shall be the period after the Closing Date during which a claim for indemnification may be asserted under this Agreement by any Indemnified Party (a) as defined below). The Claims Period under this Agreement with respect to Buyer’s all Losses arising under (as defined below) of an Indemnified Party (excluding claims for Taxes, claims related to Sections 3.20(a), (b), (c), (d), (f) or (h) and claims related to clause (iii) of the second sentence of Section 11.2 3.04(b), for which the Claims Period shall begin commence on the Closing Date and shall terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, on the second (2nd) anniversary of the Closing Date; (bClosing) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin commence on the Closing Date an and shall terminate as follows: on the first (i1st) with respect to Seller’s Losses arising out anniversary of a breach the Closing. The representations and warranties of a misrepresentation the Seller and the Purchaser contained in this Agreement and the Ancillary Agreements shall survive the Closing until the first (1st) anniversary of the Closing (excluding the representations and warranties of the Seller contained in Sections 3.20(a), (b), (c), (d), (f) or warranty under (h), Section 4.1(a3.22 or set forth in clause (iii) of the second sentence of Section 3.04(b) and 4.2 and (ii) with respect any covenants of the Seller relating to Seller’s Losses arising out of any other matterTaxes, which shall survive the Closing until the second (2nd) anniversary of the Closing Date; and (c) Closing). Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party (as defined below) 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 survive, and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereofherein. Neither the period of survival nor the liability of the Seller with respect to the Seller’s representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Purchaser.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 Periods hereunder shall begin on the Closing Date date hereof and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws)11.2, the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, Claims Period shall continue until the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matterSeller Losses, the Claims Period shall until the second (2nd) anniversary of the Closing Date; and (c) Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, 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 the 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. Further notwithstanding the foregoing, the Claims Period with respect to Seller’s indemnity obligations (a) under the following Sections, shall survive until the third (3rd) anniversary of the Closing: Section 11.2(i) with respect to breach of Sections 3.9, 3.15 and 11.2(iv), (b) arising from Seller’s common law fraud, willful misconduct or criminal activity, shall survive the Closing for the applicable statute of limitations, and (c) under the following Sections, shall survive the Closing for the applicable statute of limitations: Section 11.2(i) with respect to breach of Sections 3.1, 3.2, 3.3, and 3.17, Section 11.2(ii) and Section 11.2(iii).

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder shall begin on the Closing Date date hereof and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iiia) with respect to Buyer Losses arising out of any other matterunder (i) Section 8.1(a), the second Claims Period shall survive the Closing until the one (2nd1) year anniversary of the Closing; (ii) Section 8.1(b), the Claims Period shall survive until the six (6) month anniversary of the Closing, (iii) Section 8.1(c), the Claims Period shall survive for the applicable term of such covenant, agreement or undertaking or until completed; (iii) Section 8.1(d), Section 8.1(e), or Section 8.1(f), the Claims Period shall survive the Closing Date;until the expiration of the applicable statute of limitations; and (iv) Section 8.1(g), the Claims Period as to each property until the date sixty (60) days after the delivery of a title commitment or other indicia of good and valid fee simple title in and to such property. (b) The Claims Period with respect to Seller’s Seller Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) Section 8.2(a), the Claims Period will survive the Closing until the one (1) year anniversary of the Closing; (ii) Section 8.2(b), with respect to Seller’s Losses arising out covenants, agreements or undertakings made by Buyer that by their terms are to be completed prior to or as of a breach the Closing, the Claims Period shall survive until the six (6) month anniversary of a misrepresentation or warranty under Section 4.1(a) the Closing, and 4.2 and (ii) with respect to Seller’s Losses arising out covenants, agreements or undertakings made by Buyer that by their terms cannot be completed prior to or as of any other matterthe Closing, the second Claims Period shall survive for the applicable term of such covenant, agreement or undertaking or until completed; and (2ndiii) anniversary Section 8.2(c) and Section 8.2(d), the Claims Period shall survive the Closing until the expiration of the Closing Date; andapplicable statute of limitations. (c) Notwithstanding No claim for indemnification can be made after the foregoingexpiration of the Claims Period; provided, ifhowever, if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. For purposes of this Agreement, a "CLAIMS PERIOD" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party, which period (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and (b) shall terminate (or not terminate) as follows: : (i)with i) with respect to Buyer Purchaser Losses arising out of a breach of a representation or warranty under Sections 3.1Section 9.1(a) that do not also arise under Section 9.1(b), 3.2 or 3.3 the Claims Period shall terminate two years following the date hereof, indefinite; ; (ii) with respect to Buyer’s Purchaser Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws9.1(b), the third anniversary of Claims Period shall terminate one year following the Closing Date; and date hereof; (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Purchaser Losses arising under Section 11.1 9.1(c) or Section 9.1(d), the Claims Period shall begin on the Closing Date an terminate as follows: not terminate; (iiv) with respect to Seller’s Company Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and 9.2(b), the Claims Period shall terminate one year following the date hereof; (iiv) with respect to Seller’s Company Losses arising out of any other matterunder Section 9.2(a), Section 9.2(c) or Section 9.2(d), the second (2nd) anniversary of the Closing Date; and (c) Claims Period shall not terminate. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 Periods hereunder shall begin on the Closing Date date hereof and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s indemnification claims for Purchaser Losses arising out of a breach of representation or warranty under (i) Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii10.1(a) with respect to Buyer Losses arising out any breach or inaccuracy of any other matterrepresentation or warranty in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Capital Stock), Section 4.4 (Subsidiaries), Section 4.5 (Absence of Restrictions and Conflicts), Section 4.13 (Compliance with Law), Section 4.15 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers) and Section 4.33 (Certain Regulatory Compliance) (the second “Surviving Representations”) or (2ndii) anniversary Sections 10.1(b), 10.1(c), 10.1(d), 10.1(e), and 10.1(g) (the “Surviving Obligations”) the Claims Period shall continue until ninety (90) days after the expiration of the Closing Dateapplicable statute of limitations; (b) The Claims Period with respect to Seller’s indemnification claims for Shareholder Losses arising under Section 11.1 10.2(d), the Claims Period shall begin terminate on the Closing Date an terminate as follows: date that is five (i5) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of years following the Closing Date; and (c) with respect to all other Purchaser Losses or Shareholder Losses arising hereunder, the Claims Period shall terminate on the date that is one (1) year following the Closing Date. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Subject to Section 10.9, the Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder shall begin on the Closing Date date hereof and survive or terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s Purchaser Losses arising out of a breach of representation or warranty under (i) Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii10.1(a) with respect to Buyer Losses arising out any breach or inaccuracy of any other matterrepresentation or warranty in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.5(a) (Title to Assets; Related Matters), Section 4.12 (Tax Returns; Taxes), Section 4.17 (Environmental Matters, but limited to subsections (b)-(e) and (g) of Section 4.17) and Section 4.30 (Brokers and Finders), the second Claims Period shall terminate on the date that is 60 days following the termination of the applicable statute of limitations or, if there is no applicable statute of limitations, the Claims Period shall survive indefinitely (2ndall Purchaser Losses described in Sections 10.4(a)(i), the “Surviving Obligations”), (ii) anniversary Section 10.1(a) with respect to any breach or inaccuracy of any representation or warranty in this Agreement not described in clause (i) above, the Claims Period shall terminate on the date that is 18 months following the Closing Date;, or (iv) Sections 10.1(b)-(e), the Claims Period shall terminate on the date that is 60 days following the termination of the applicable statute of limitations or, if there is no applicable statute of limitations, the Claims Period shall survive indefinitely; and (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 Seller Losses, the Claims Period shall begin terminate on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out date that is 60 days following the termination of a breach the applicable statute of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out limitations or, if there is no applicable statute of any other matterlimitations, the second (2nd) anniversary of the Closing Date; and (c) Claims Period shall survive indefinitely. Notwithstanding the foregoing, if, prior to the close of business 5:00 p.m. Central U.S. Time on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified by an Indemnified Party of a claim Third Party Claim or Direct 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. All claims for which notice is not given in accordance with this Section 10.4 within the applicable Claims Period shall terminate and be deemed to be waived by the Party seeking to assert such claim.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder shall begin on the Closing Date date hereof and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s Purchaser Losses arising out of a breach of representation under (i) Section 9.1(a) or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii9.1(b) with respect to Buyer Losses arising out any breach or inaccuracy of any other matterFundamental Representation, or (ii) Section 9.1(c), 9.1(g), 9.1(h), 9.1(i) or 9.1(k), (all Purchaser Losses described in this Section 9.4(a), the second “Surviving Obligations”), the Claims Period shall survive until thirty (2nd30) anniversary days after the expiration of any statute of limitations applicable to such Purchaser Losses (which, for this purpose, shall mean the Closing Date;longer of (x) the statute of limitations applicable to Third Party Claims or claims made by a Governmental Entity with respect to the matters for which the Purchaser Indemnified Parties are indemnified pursuant to Section 9.1 and (y) the statute of limitations, if any, otherwise applicable to the Purchaser Indemnified Parties with respect to claims made under this Agreement), and if no statute of limitations is applicable to such Purchaser Losses, indefinitely; and (b) The Claims Period with respect to Seller’s all other Purchaser Losses arising under Section 11.1 hereunder, the Claims Period shall begin terminate on the date that is twenty-four (24) months following the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing “General Indemnity Expiration Date”); and (c) with respect to Seller Losses arising under Section 9.2, the Claims Period shall survive until thirty (30) days after the expiration of the statute of limitations applicable to such Seller Losses (which, for this purpose, shall mean the longer of (x) the statute of limitations applicable to Third Party Claims or claims made by a Governmental Entity with respect to the matters for which the Seller Indemnified Parties are indemnified pursuant to Section 9.2 and (y) the statute of limitations, if any, otherwise applicable to the Seller Indemnified Parties with respect to claims made under this Agreement). Notwithstanding the foregoing, if, prior to the close of business 5:00 P.M. Atlanta, Georgia time, on the last day of the applicable Claims Period, 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.

Claims Period. The Claims Periods hereunder shall begin on the date hereof and terminate as follows: (a) The with respect to Purchaser Losses arising under: (i) Sections 10.1(a), the Claims Period shall continue for twenty-four (24) months following the Closing Date, except that the Claims Period with respect to Buyer’s Losses arising under Special Liabilities imposed on Purchaser shall continue for thirty-six (36) months; and (ii) Section 11.2 10.1(b), the Claims Period shall begin on continue for twenty-four (24) months following the Closing Date and terminate as follows: (i)with respect to Buyer except that for any such Purchaser Losses arising out as a result of a breach of a any representation contained in Section 4.14 or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws)4.15, the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: continue for thirty-six (i36) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of months following the Closing Date; and (ciii) Section 10.1(c), the Claims Period shall continue for twenty-four (24) months following the Closing Date, except in the case of any covenant which by its terms specifically provides that performance extends beyond twenty-four (24) months following the Closing Date, in which case such covenant shall survive until the expiration of the relevant performance period; provided, however that the covenants contained in Section 6.17 shall expire on the date set forth in such covenant. (b) with respect to Seller Losses arising under: (i) Sections 10.2(a) and 10.2(b), the Claims Period shall continue for twenty-four (24) months following the Closing Date; and (ii) Section 10.2(c), the Claims Period shall continue for twenty-four (24) months following the Closing Date, except in the case of any covenant which by its terms specifically provides that performance extends beyond twenty-four (24) months following the Closing Date, in which case such covenant shall survive until the expiration of the relevant performance period. Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. For purposes of this Agreement, a "Claims Period" shall be the period after the earlier of the Closing Date or the date of any termination of this Agreement pursuant to Article 8 during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Periods under this Agreement shall commence on the date of this Agreement and shall terminate as follows: (a) The Claims Period with respect to Buyer’s Purchaser Losses arising under Section 11.2 shall begin on the Closing Date and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii9.1(b) with respect to Buyer’s Losses arising out any breach or inaccuracy of a breach of any representation or warranty in Section 3.1, 3.2, 3.3, 3.5, 3.12 or 3.17 (collectively, the "Seller Surviving Representations") or under Section 3.9 (Regulatory ComplianceSections 9.1(a), Section 3.13 9.1(c), 9.1(d), 9.1(e), 9.1(f), 9.1(g) and 9.1(h) (Employee Benefit Plans) and/or Section 3.15 (Environmental Lawscollectively, the "Seller Surviving Obligations"), the third anniversary Claims Period shall continue indefinitely, except as limited by law (including by applicable statutes of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Datelimitation); (b) The Claims Period with respect to Seller’s Seller Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: Sections 9.2(a), (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(ac) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matterd), the second Claims Period shall continue indefinitely, except as limited by law (2nd) anniversary including any applicable statutes of the Closing Datelimitation); and (c) with respect to all other Purchaser Losses or Seller Losses arising under this Agreement, the Claims Period shall terminate on the date that is 15 months after the Closing Date. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and terminate as follows: (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out under (A) Section 9.1(a) with respect to any breach or inaccuracy of a breach any representation or warranty in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Membership Interests), Section 4.5 (Absence of a Restrictions and Conflicts), Section 4.7 (Title to Assets), Section 4.14 (Tax Returns; Taxes), Section 6.1 (Authorization), Section 6.2 (Authorization) and Section 6.3 (Absence of Restrictions and Conflicts) (collectively, the “Fundamental Representations”), (B) claims related to fraud, intentional misrepresentation or warranty under willful misconduct, or (C) Section 4.1(a9.1(b), Section 9.1(e), Section 9.1(h) and 4.2 Section 9.1(i) (the “Special Indemnities”), the claims for Losses shall survive for the period of the applicable statute of limitations, and (ii) with respect to Seller’s all other Losses arising out of any other matterunder Section 9.1(a), Section 9.2(a), the second claims for Losses shall survive for a period of twelve (2nd12) anniversary of months following the Closing Date; and (c) . Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Periodperiod to bring a claim for Losses pursuant to this Section 9.4, an Indemnifying Party a party obligated to indemnify 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.

Claims Period. (a) The For purposes of this Agreement, the "Claims Period with respect to Buyer’s Losses arising under Section 11.2 Period" shall begin on the Closing Date and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s any Losses arising out of a breach of representation covered by Sections 8.2(a) or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans8.3(a) and/or Section 3.15 (Environmental Laws)hereof, the third anniversary of Claims Period shall terminate on the date that is twelve (12) months after the Closing Date; provided, however, that (1) the Claims Period shall continue until thirty (30) days after the expiration of any applicable statute of limitations (giving effect to any extensions thereof) for third-party claims with respect to any Losses relating to or resulting from any breach or inaccuracy of any representation or warranty contained in Section 3.14 or 3.15 hereof; and (iii2) the Claims Period shall continue until the expiration of any applicable statute of limitations (giving effect to any extensions thereof) for indemnification claims DB03/0502991.0020/10136186.1 WP01 with respect to any Losses relating to or resulting from any breach or inaccuracy of any Fundamental Representation; and (b) with respect to Buyer any Losses arising out of any other mattercovered by Sections 8.2(b), the second (2nd) anniversary of the Closing Date; c), (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: d), (e), (f), (g), (h), (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(aand (j), and 8.3(b), (c), (d) and 4.2 and (ii) with respect to Seller’s Losses arising out e), the Claims Period shall continue until the expiration of any other matter, the second applicable statute of limitations (2ndgiving effect to any extensions thereof) anniversary of the Closing Date; and (c) for indemnification claims under such subsections. Notwithstanding the foregoing, if, if prior to the close of business 5:00 p.m. Central Time on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified in writing 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising Periods under Section 11.2 shall this Agreement will begin on the Closing Date and terminate as follows: : (i)with i) with respect to Buyer Losses arising out Adverse Consequences arising: (1) under: §7(a)(i) with respect to any Breach of a breach of a representation any Indefinite Surviving Representations; or warranty under Sections 3.1(2) with respect to the Surviving Indemnification Obligations, 3.2 or 3.3 hereof, indefinite; the Claims Period will continue indefinitely; (ii) with respect to Seller Adverse Consequences arising by virtue of Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 Breach under: (Regulatory Compliance1) §7(b)(i) with respect to §3(a) (Organization), Section 3.13 §3(b) (Employee Benefit PlansAuthorization of Transaction), or §3(c) and/or Section 3.15 (Environmental LawsNon-contravention); or (2) §7(b)(ii), §7(b)(iii) or §7(b)(iv), the third anniversary Claims Period will continue indefinitely, except as limited by Law (including any applicable statutes of the Closing Datelimitation); and and (iii) with respect to all other Buyer Losses Adverse Consequences or Seller Adverse Consequences arising out of any other matterunder this Agreement, the second (2nd) anniversary of Claims Period will terminate on the date that is two years after the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; and (c) . Notwithstanding the foregoingpreceding, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have has been properly notified of a Claim for Indemnification and that claim for indemnity hereunder and such claim shall has not have been finally resolved or disposed of at such that date, such claim shall that Claim for Indemnification will continue to survive and shall will remain a basis for indemnity hereunder indemnification under this Agreement until such that claim is finally resolved or disposed of in accordance with the terms hereofof this Agreement.

Claims Period. (a) The For purposes of this Agreement, a "Claims Period with respect to Buyer’s Losses arising Period" shall be the period during which a claim for indemnification may be asserted under Section 11.2 this Agreement by an indemnified party, which period shall begin on the Closing Date and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (iia) with respect to Buyer’s Purchaser Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans13.1(i) and/or Section 3.15 (Environmental Lawsor 13.1(ii), the third anniversary of the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of Claims Period shall terminate eighteen months after the Closing Date; (b) The Claims Period with respect to Seller’s Purchaser Losses arising under Section 11.1 13.1(iii) or 13.1(iv), the Claims Period shall begin on the Closing Date an terminate as follows: remain open indefinitely; (ic) with respect to Seller’s Seller Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a13.2 (i) and 4.2 and or 13.2(ii), the Claims Period shall terminate eighteen months after the Closing Date; (iid) with respect to Seller’s Seller Losses arising out of any other matterunder Section 13.2(iii) or 13.2(iv), the second (2nd) anniversary Claims Period shall remain open indefinitely. Any claims for indemnification pursuant to this Article 13 must be made in writing by the indemnified party to the indemnifying party on or prior to the termination of the Closing Date; and (c) Notwithstanding applicable Claims Period. All claims for indemnification for which proper notification of the foregoing, if, indemnifying party shall have been made by the indemnified party prior to the close of business on the last day of the applicable Claims Period, 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 Period 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder shall begin on the Closing Date and terminate as follows: on the date that is eighteen (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii18) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of months following the Closing Date; and (iii) with respect to Buyer Losses arising out of any other matter, . No claim for indemnification can be made after the second (2nd) anniversary expiration of the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matterPeriod; provided, the second (2nd) anniversary of the Closing Date; and (c) Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder (including a Third Party Claim) 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. (b) Notwithstanding Section 9.4(a), (i) the Claims Period for any claim under Section 9.1(a) arising out of any inaccuracy or breach of the representations and warranties of the Company contained in Section 2.13 (Tax Returns; Taxes) or for any claim under Section 9.1(e) shall continue until the date that is sixty (60) days following the expiration of the applicable statute of limitations; (ii) the Claims Period for any claim under Section 9.1(a) arising out of any inaccuracy or breach of the Fundamental Representations shall continue until sixty (60) days following the expiration of the applicable statute of limitations; (iii) the Claims Period for any claim under (x) Section 9.1(a) arising out of any breach of the representations and warranties of the Company contained in Section 2.15 (Licenses and Permits) or (y) Section 9.1(f) shall terminate on the earlier of (A) the three (3) year anniversary of the Closing Date and (B) the date on which a Seller Change of Control occurs but in any event no earlier than the two (2) year anniversary of the Closing Date; (iv) the Claims Period for any claim under Section 9.1(a) arising out of any breach of the representations and warranties of the Company contained in Section 2.22 (Health Care Regulatory Compliance) shall terminate on the earlier of (A) the three (3) year anniversary of the Closing Date and (B) the date on which a Seller Change of Control occurs but in any event no earlier than the eighteen (18) month anniversary of the Closing Date; (v) the Claims Period for any claim under Section 9.1(b) arising out of any breach of any covenants, agreements, obligations and undertakings to be performed after the Closing shall terminate on the date on which such covenants, agreements, obligations and undertakings have been fully performed in accordance with their respective terms; and (vi) the Claims Period for any claim of fraud with respect to the representations and warranties expressly set forth in this Agreement shall be unlimited.

Claims Period. (a) The For purposes of this Agreement, a “Claims Period with respect to Buyer’s Losses arising Period” shall be the period during which a claim for indemnification may be asserted under Section 11.2 this Agreement by an indemnified party, which period shall begin on the Closing Date and terminate as follows: : (i)with a) with respect to Buyer Purchaser Losses arising under Section 12.1(a) or 12.1(b), the Claims Period shall terminate twelve months after the Closing Date provided, however, that with respect to Purchaser Losses arising out of a breach of a the representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or and warranty under Section 3.9 (Regulatory Compliance), 4.6(a) or Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws)4.27, the third anniversary Claims Period shall remain open for the period of the Closing Date; and (iii) with respect to Buyer Losses arising out applicable statute of any other matter, the second (2nd) anniversary of the Closing Datelimitations; (b) The Claims Period with respect to Seller’s Purchaser Losses arising under Section 11.1 12.1(c) or 12.1(e), the Claims Period shall begin on the Closing Date an terminate as follows: remain open indefinitely; (ic) with respect to Seller’s Seller Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a12.2(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matteror 12.2(b), the second (2nd) anniversary of Claims Period shall terminate eighteen months after the Closing Date; and (cd) Notwithstanding with respect to Seller Losses arising under Section 12.2(c) or 12.2(d), the foregoing, if, Claims Period shall remain open indefinitely. Any claim for indemnification pursuant to this Article 12 must be made in writing by the indemnified party to the indemnifying party on or prior to the expiration of the applicable Claims Period. All claims for indemnification for which proper notification of the indemnifying party shall have been made by the indemnified party prior to the close of business on the last day of the applicable Claims Period, 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 Period 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder shall begin on the Closing Date and terminate as follows: on the date that is the later of (i)with respect to Buyer Losses arising out x) the 10th Business Day after delivery by the independent auditor of a breach their final executed audit report for the financial statements of a representation or warranty under Sections 3.1the Business for the year ending September 30, 3.2 or 3.3 hereof2017 but in any event not later than January 15, indefinite; 2018, and (iiy) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 twelve (Regulatory Compliance), Section 3.13 (Employee Benefit Plans12) and/or Section 3.15 (Environmental Laws), the third anniversary of months following the Closing Date; and provided that (iiii) with respect to Buyer Losses arising out of under any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Company Fundamental Representation or Buyer Losses arising under Section 11.1 any Seller Fundamental Representation, the Claims Period shall begin on survive until thirty (30) days following the Closing Date an terminate as follows: (i) with respect to Seller’s Losses arising out expiration of a breach the applicable statute of a misrepresentation or warranty under Section 4.1(a) and 4.2 and limitation, (ii) with respect to Seller’s Buyer Losses arising out of any other matterunder Sections 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(f), the second Claims Period shall survive indefinitely, (2ndiii) anniversary of with respect to Pre-Carve Out Losses arising under Section 7.2, the Claims Period shall survive indefinitely, (iv) with respect to Pre-Closing Environmental Liabilities arising under Section 7.3, the Claims Period shall survive for fifteen (15) years following the Closing Date, (v) with respect to Seller Losses arising under Section 7.4(a), the Claims Period shall survive for twelve (12) months following the Closing Date; andprovided that with respect to Seller Losses arising under any Buyer Fundamental Representation, the Claims Period shall survive until thirty (30) days following the expiration of the applicable statute of limitation, and (vi) with respect to Seller Losses arising under Section 7.4(b) or Section 7.4(c), the Claims Period shall survive indefinitely. (cb) Notwithstanding No claim for indemnification can be made after the foregoing, if, expiration of the applicable Claims Period with respect to such claim; provided if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. For purposes of this Agreement, a "CLAIMS PERIOD" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party, which period (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 shall begin on the Closing Date and (b) shall terminate (or not terminate) as follows: : (i)with i) with respect to Buyer Purchaser Losses arising out of a breach of a representation or warranty under Sections 3.1Section 9.1(b), 3.2 or 3.3 the Claims Period shall terminate one year following the date hereof, indefinite; ; (ii) with respect to Buyer’s Purchaser Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance9.1(a), Section 3.13 (Employee Benefit Plans9.1(c) and/or or Section 3.15 (Environmental Laws9.1(d), the third anniversary of the Closing Date; and Claims Period shall not terminate; (iii) with respect to Buyer Losses arising out of any other matter, the second (2nd) anniversary of the Closing Date; (b) The Claims Period with respect to Seller’s Company Losses arising under Section 11.1 9.2(b), the Claims Period shall begin on terminate one year following the Closing Date an terminate as follows: date hereof; (iiv) with respect to Seller’s Company Losses arising out of a breach of a misrepresentation or warranty under Section 4.1(a9.2(a) and 4.2 and (ii) with respect to Seller’s Losses arising out of any other matteror Section 9.2(c), the second (2nd) anniversary of the Closing Date; and (c) Claims Period shall not terminate. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the applicable Claims Period, 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.

Claims Period. (a) The Claims Period with respect to Buyer’s Losses arising under Section 11.2 hereunder shall begin on the Closing Date date hereof and terminate as follows: : (i)with respect to Buyer Losses arising out of a breach of a representation or warranty under Sections 3.1, 3.2 or 3.3 hereof, indefinite; (ii) with respect to Buyer’s Losses arising out of a breach of representation or warranty under Section 3.9 (Regulatory Compliance), Section 3.13 (Employee Benefit Plans) and/or Section 3.15 (Environmental Laws), the third anniversary of the Closing Date; and (iiia) with respect to Buyer Losses arising out under (i) Section 8.1(a) with respect to any breach or inaccuracy of any other matterrepresentation or warranty in (A) the first sentence of Section 3.1, (B) Section 3.2, (C) Section 3.3(a) or (D) Section 3.3(b) (the “Fundamental Representations”), or (ii) Sections 8.1(b), 8.1(c) or 8.1(d), the second Claims Period shall survive the Closing until the expiration of the applicable statutes of limitations; (2ndb) anniversary with respect to Buyer Losses arising under Section 8.1(a), other than with respect to any breach or inaccuracy of any of the Fundamental Representations, the Claims Period shall terminate on the date that is eighteen (18) months following the Closing Date; (b) The Claims Period with respect to Seller’s Losses arising under Section 11.1 shall begin on the Closing Date an terminate as follows: (ic) with respect to Seller’s Seller Losses arising out of a breach of a misrepresentation or warranty under (i) Section 4.1(a) and 4.2 and (ii8.2(a) with respect to Seller’s Losses arising out any breach or inaccuracy of any other matterrepresentation or warranty in (A) Section 4.2 (Authorization), (B) Section 4.6 (Independent Review) or (C) Section 4.7 (Certain Fees) or (ii) Sections 8.2(b) or 8.2(c), the second (2nd) anniversary Claims Period shall survive the Closing until the expiration of the Closing Dateapplicable statutes of limitations; and (cd) Notwithstanding with respect to all other Seller Losses, the foregoingClaims Period Shall terminate on the date that is eighteen (18) months following the Closing Date. No claim for indemnification can be made after the expiration of the Claims Period; provided, ifhowever, if prior to the close of business on the last day of the applicable Claims Period, 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.