Common use of Claims Period Clause in Contracts

Claims Period. The Claims Periods hereunder shall begin on the date hereof and terminate as follows: (a) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i), the Claims Period shall continue indefinitely; (b) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.13 (Tax Returns; Taxes), the Claims Period shall terminate 30 days after the expiration of the applicable statute of limitations; (c) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statutes of limitations; (d) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters), the Claims Period shall terminate on the date that is five years following the Closing Date; (e) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to any breach of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statute of limitations and (ii) any other breach of Article V, the Claims Period will expire on the date that is two years following the Closing Date; and (l) with respect to Seller Losses arising under Sections 10.2(b), (d), (e) or (f), the Claims Period shall continue 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 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 For purposes of this Agreement, a “Claims Periods hereunder Period” shall be the period during which a claim for indemnification must be asserted under this Agreement by an indemnified party, which period shall begin on the date hereof Closing Date and terminate as follows: (a) with respect to Purchaser Losses and Damages arising under Section 10.1(a12.1(a) with respect to any breach of the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(ior 12.1(b), the Claims Period shall continue indefinitelyterminate two (2) years after the Closing Date; provided, however, that with respect to Purchaser Losses arising out of a breach the representations and warranties under Sections 4.5(b) and 4.7 hereof, or arising under Section 12.1(d) with respect to Excluded Liabilities, the Claims Period shall terminate four (4) years after the Closing Date; (b) with respect to Purchaser Losses and Damages arising under Section 10.1(a12.1(c) with respect or the failure of Sellers to any breach of fulfill or perform its covenants, agreements or obligations under Section 4.13 (Tax Returns; Taxes)6.4 hereof, and, the Claims Period shall terminate 30 days after on the expiration last of (i) due date of the applicable statute of limitationslast payment called for under the Note, or (ii) four (4) years following the Closing Date; (c) with respect to Purchaser Seller and/or Covenantor Losses and Damages arising under Section 10.1(a12.4(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankersor 12.4(b), the Claims Period shall terminate upon two (2) years after the expiration of the applicable statutes of limitationsClosing Date; (d) with respect to Purchaser Seller Losses and Damages arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters12.4(c), the Claims Period shall terminate on the date that is five four (4) years following after the Closing Date; (e) with respect to all other Purchaser Seller and/or Covenantor Losses and Damages arising under Section 10.1(a) with respect to any breach of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g12.4(d), the Claims Period shall terminate on the due date that is five years following of the Closing Date; (k) with respect last payment called for under the Note. Any claims for indemnification pursuant to Seller Losses arising under Section 10.2(a) with respect this Article 12 must be made in writing by the indemnified party to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon indemnifying party on or prior to the expiration of the applicable statute Claims Period. All claims for indemnification for which proper notification of limitations and (ii) any other breach of Article V, the Claims Period will expire on indemnifying party shall have been made by the date that is two years following the Closing Date; and (l) with respect to Seller Losses arising under Sections 10.2(b), (d), (e) or (f), the Claims Period shall continue indefinitely. Notwithstanding the foregoing, if, 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. The Claims Periods Period hereunder shall begin on the date hereof and terminate as follows: (a) with respect to Purchaser Losses arising under (i) Section 10.1(a9.1(a) or 9.1(b) with respect to any breach or inaccuracy of any Fundamental 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 special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i“Surviving Obligations”), the Claims Period shall continue survive until thirty (30) days after the expiration of any statute of limitations applicable to such Purchaser 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 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) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.13 (Tax Returns; Taxes), the Claims Period shall terminate 30 days after the expiration of the applicable statute of limitations; (c) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statutes of limitations; (d) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters)hereunder, the Claims Period shall terminate on the date that is five years twenty-four (24) months following the Closing Date (the “General Indemnity Expiration Date;”); and (e) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to any breach of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (kc) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers)9.2, the Claims Period shall terminate upon survive until thirty (30) days after the expiration of the applicable statute of limitations and applicable to such Seller Losses (iiwhich, for this purpose, shall mean the longer of (x) any other breach the statute of Article V, the limitations applicable to Third Party Claims Period will expire on the date that is two years following the Closing Date; and (l) or claims made by a Governmental Entity with respect to the matters for which the Seller Losses arising 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 Sections 10.2(bthis Agreement), (d), (e) or (f), the Claims Period shall continue indefinitely. 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 For purposes of this Agreement, a “Claims Periods hereunder Period” shall be the period during which a claim for indemnification must be asserted under this Agreement by an indemnified party, which period shall begin on the date hereof Closing Date and terminate as follows: (a) with respect to Purchaser Losses and Damages arising under Section 10.1(a11.1(a) with respect to any breach of the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(ior 11.1(b), the Claims Period shall continue indefinitelyterminate two (2) years after the Closing Date; provided, however, that with respect to Purchaser Losses arising out of a breach the representations and warranties under Sections 4.4, 4.5 and 4.6 hereof, or arising under Section 11.1(d) with respect to Excluded Liabilities, the Claims Period shall terminate four (4) years after the Closing Date; (b) with respect to Purchaser Losses and Damages arising under Section 10.1(a11.1(c) with respect or the failure of Sellers to any breach of fulfill or perform its covenants, agreements or obligations under Section 4.13 (Tax Returns; Taxes)6.3 hereof, and, the Claims Period shall terminate 30 days after on the expiration last of (i) due date of the applicable statute of limitationslast payment called for under the Note, or (ii) four (4) years following the Closing Date; (c) with respect to Purchaser Seller Losses and Damages arising under Section 10.1(a11.4(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankersor 11.4(b), the Claims Period shall terminate upon two (2) years after the expiration of the applicable statutes of limitationsClosing Date; (d) with respect to Purchaser Seller Losses and Damages arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters11.4(c), the Claims Period shall terminate on the date that is five four (4) years following after the Closing Date; (e) with respect to all other Purchaser Seller Losses and Damages arising under Section 10.1(a) with respect to any breach of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g11.4(d), the Claims Period shall terminate on the due date that is five years following of the Closing Date; (k) with respect last payment called for under the Note. Any claims for indemnification pursuant to Seller Losses arising under Section 10.2(a) with respect this Article 11 must be made in writing by the indemnified party to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon indemnifying party on or prior to the expiration of the applicable statute Claims Period. All claims for indemnification for which proper notification of limitations and (ii) any other breach of Article V, the Claims Period will expire on indemnifying party shall have been made by the date that is two years following the Closing Date; and (l) with respect to Seller Losses arising under Sections 10.2(b), (d), (e) or (f), the Claims Period shall continue indefinitely. Notwithstanding the foregoing, if, 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. The Claims Periods Period hereunder shall begin on the date hereof and terminate as follows: (a) (i) with respect to Purchaser Indemnifiable Losses arising under Section 10.1(a12.1(a) with respect to any breach or inaccuracy of the special any representation or warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i4.2 (Authorization), Section 4.3 (Capital Structure), or Section 4.30 (Brokers), the Claims Period shall continue indefinitely; indefinitely (bii) with respect to Purchaser Indemnifiable Losses arising under Section 10.1(a12.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 4.13 4.1 (Organization), Section 4.7(a) (Title to Assets) or Section 5.2(a) (Title to Assets), the Claims Period shall terminate on the date that is three (3) years following the Closing Date (iii) with respect to Indemnifiable Losses arising under Section 12.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 4.15 (Tax Returns; Taxes), the Claims Period shall terminate 30 on the date that is sixty (60) days after following the expiration termination of the applicable statute of limitations or, if there is no applicable statute of limitations; , the Claims Period shall terminate on the date that is five (c5) years following the Closing Date (iv) with respect to Purchaser Indemnifiable Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankers12.1(b), the Claims Period shall terminate upon on the expiration of date that is two (2) years following the applicable statutes of limitations; Closing Date (dv) with respect to Purchaser Indemnifiable Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters12.1(c), the Claims Period shall terminate on the date that is five (5) years following the Closing Date; Date (evi) with respect to Indemnifiable Losses arising under Section 12.1(d) the Claims Period shall terminate on the date that is two (2) years following the Closing Date (vii) with respect to Indemnifiable Losses arising under Section 12.1(e), the Claims Period shall continue indefinitely, and (viii) with respect to all other Purchaser Indemnifiable Losses arising under Section 10.1(a) with respect to any breach of Article IV12.1, the Claims Period shall terminate on the date that is two years twelve (12) months following the Closing Date; (fb) with respect to Purchaser Indemnifiable Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability12.2, the Claims Period shall terminate on the date that is eight years following the Closing Date; twelve (g12) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statute of limitations and (ii) any other breach of Article V, the Claims Period will expire on the date that is two years months following the Closing Date; and (lc) with respect to Seller Goldsboro Losses arising under Sections 10.2(b), (d), (e) or (f)Section 12.3, the Claims Period shall continue 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 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) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i10.1(b), the Claims Period shall (i) continue indefinitelyindefinitely with respect to any breach or inaccuracy of any Surviving Representation, (ii) continue for the applicable statute of limitations with respect to any breach or inaccuracy of any representation or warranty set forth in Section 4.21 (Tax Returns; Taxes), (iii) continue until the fifth (5th) anniversary of the Closing Date with respect to any breach or inaccuracy of any representation or warranty set forth in Section 4.26 (Environmental, Health and Safety Matters), and (iv) continue until the second (2nd) anniversary of the Closing Date with respect to any breach or inaccuracy of any other representation or warranty of the Company or the Shareholder; (b) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.13 (Tax Returns; Taxes)the Surviving Company and Shareholder Obligations, the Claims Period shall terminate 30 days after until the expiration fifth (5th) anniversary of the applicable statute of limitationsClosing Date; (c) with respect to Purchaser Company Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankers10.2(b), the Claims Period shall terminate upon (i) continue indefinitely with respect to any breach or inaccuracy of any representation or warranty set forth in Section 5.2 (Authorization), and (ii) continue until the expiration second (2nd) anniversary of the applicable statutes Closing Date with respect to any breach or inaccuracy of limitationsany other representation or warranty of Purchaser; (d) with respect to Purchaser Company Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters)the Surviving Purchaser Obligations, the Claims Period shall terminate on continue until the date that is five years following fifth (5th) anniversary of the Closing Date;; and (e) with respect to all other Purchaser Losses or Company Losses arising under Section 10.1(a) with respect to any breach of Article IVhereunder, the Claims Period shall terminate on the date that is two (2) years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statute of limitations and (ii) any other breach of Article V, the Claims Period will expire on the date that is two years following the Closing Date; and (l) with respect to Seller Losses arising under Sections 10.2(b), (d), (e) or (f), the Claims Period shall continue 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 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 Closing Date during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Periods hereunder under this Agreement shall begin commence on the date hereof Closing Date and shall terminate as follows: (a) with respect to Purchaser Buyer Losses arising under Section 10.1(a10.1(b) with respect to any breach or inaccuracy of any representation or warranty in Sections 3.1, 3.2, 3.3, 3.5 or 3.21 (collectively, the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i"Seller Surviving Representations") or under Sections 10.1(a), 10.1(c), 10.1(d) or 10.1(e), the Claims Period shall continue indefinitelyindefinitely and shall not be limited; (b) with respect to Purchaser Buyer Losses arising under Section 10.1(a10.1(b) with respect to any breach or inaccuracy of any representation or warranty in Section 4.13 (Tax Returns; Taxes)3.12, the Claims Period shall terminate 30 days after on the expiration of first date that the underlying Tax obligation is barred by the applicable statute period of limitationslimitation under federal and state Laws relating thereto (as such period may be extended by waiver); (c) with respect to Purchaser Buyer Losses arising under Section 10.1(a10.1(b) with respect to any breach or inaccuracy of any representation or warranty in Section 4.27 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statutes of limitations; (d) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters)3.17, the Claims Period shall terminate on the date that is five (5) years following after the Closing Date; (d) with respect to Seller Losses arising under Section 10.2(b) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1, 4.2, 4.3 or 4.4 or under Sections 10.2(a) or 10.2(c), the Claims Period shall continue indefinitely and shall not be limited; and (e) with respect to all other Purchaser Buyer Losses or Seller Losses arising under Section 10.1(a) with respect to any breach of Article IVthis Agreement, the Claims Period shall terminate on the date that is two (2) years following and six (6) months after the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statute of limitations and (ii) any other breach of Article V, the Claims Period will expire on the date that is two years following the Closing Date; and (l) with respect to Seller Losses arising under Sections 10.2(b), (d), (e) or (f), the Claims Period shall continue indefinitely. 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 as provided hereunder 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. If any act, omission, disclosure or failure to disclosure shall form the basis for a claim for breach of more than one representation or warranty, and such claims have different periods of survival hereunder, the termination of the survival period of one claim shall not affect a party's right to make a claim based on the breach of representation or warranty still surviving.

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 a Parent Indemnified Party. The Claims Periods hereunder period after the Closing during which a claim for indemnification may be asserted for breaches of representations or warranties pursuant to Section 9.1(a) of this Agreement by a Parent Indemnified Party shall begin commence on the date hereof Closing Date and shall terminate as follows: on the eighteen (18) month anniversary of the Closing Date; provided, however, that claims for breaches of the representations and warranties set forth in (a) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of the special warranty of title to Real Property in the deeds referred to in Section 7.2(o)(iSections 4.14 (Employee Matters), Section 4.15 (Taxes) and Section 4.17 (Certain Fees) shall survive the Claims Period shall Closing and continue indefinitely; in effect, and a claim for indemnification may be asserted, until the date sixty (b60) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.13 (Tax Returns; Taxes), the Claims Period shall terminate 30 days after the expiration of the applicable statute of limitations; , taking into account any extensions or waivers thereof (cthe representations and warranties referred to in this clause (a) with respect being referred to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment Bankersas the “Extended Representations”), the Claims Period shall terminate upon the expiration of the applicable statutes of limitations; and (db) with respect to Purchaser Losses arising under Section 10.1(a4.1 (Organization), Section 4.2 (Equity Securities), Section 4.3 (Subsidiaries) with respect to any breach of and Section 4.18(d) or Section 4.18(e4.4(a) (portion of Environmental, Health Consents and Safety Matters), the Claims Period Approvals; No Violations) shall terminate on the date that is five years following survive the Closing Date; (e) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to and continue in effect, and a claim for indemnification may be asserted, at any breach of Article IVtime after the Closing, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon including after the expiration of the applicable statute of limitations (the representations and warranties referred to in this clause (iib) being referred to as the “Fundamental Representations”). All covenants and obligations of Parent, MergerCo, the Surviving Corporation and the Company contained in this Agreement or in or any other breach of Article Vagreements, certificates or other instruments executed and delivered by Parent, MergerCo, the Claims Period will expire on Surviving Corporation or the date that is two years following Company in connection with this Agreement or the transactions contemplated hereby shall survive the Closing Date; and (l) and continue in effect, and a claim for indemnification may be asserted, until such covenants and obligations have been fully performed in accordance with respect to Seller Losses arising under Sections 10.2(b), (d), (e) or (f), the Claims Period shall continue indefinitelytheir respective terms. Notwithstanding the foregoing, if, if prior to the close of business on the last day of the any 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 For purposes of this Agreement, a “Claims Periods hereunder Period” shall be the period during which a claim for indemnification may be asserted under this Agreement by an indemnified party, which period shall begin on the date hereof Closing Date and terminate as follows: (ai) with respect to Purchaser Losses arising under Section 10.1(a12(a)(i) with respect to any for a breach of the special warranty representations and warranties under Sections 5(a) (Organization and Good Standing), 5(b) (Authority; Binding Obligation), 5(d) (Undisclosed Liabilities), 5(e) (No Conflict), 5(f) (Title, Sufficiency and Condition of title to Real Property in the deeds referred to in Section 7.2(o)(iAssets), 5(j) (Litigation) and 5(x) (Tax Matters), the Claims Period shall continue indefinitelyremain open for the duration of the applicable statute of limitations in Minnesota; (bii) with respect to Purchaser Losses arising under Section 10.1(a12(a)(i) with respect to any for a breach of the representations and warranties of any other sub-section of Section 4.13 (Tax Returns; Taxes)5, the Claims Period shall terminate 30 days after upon the expiration 12-month anniversary of the applicable statute of limitationsClosing Date; (ciii) with respect to Purchaser Losses arising under Section 10.1(aSections 12(a)(ii), 12(a)(iii) with respect to any breach of Section 4.27 or (Brokers, Finders and Investment Bankersa)(iv), the Claims Period shall terminate upon remain open for the expiration of the applicable statutes of limitations; (d) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters), the Claims Period shall terminate on the date that is five years following the Closing Date; (e) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to any breach of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration duration of the applicable statute of limitations and (ii) any other breach of Article V, the Claims Period will expire on the date that is two years following the Closing Datein Minnesota; and (liv) with respect to Seller Losses, (A) the Claims Period for Seller Losses arising under Sections 10.2(b), 12(b)(i) shall terminate 12 months after the Closing Date; and (d), (eB) or (f), the Claims Period for Seller Losses arising under Section 12(b)(ii), 12(b)(iii) and (b)(iv) shall continue indefinitelyremain open for the duration of the applicable statute of limitations in Minnesota. Notwithstanding Any claim for indemnification pursuant to this Section 12 must be made in writing by the foregoing, if, 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. The Claims Periods Period hereunder shall begin on the date hereof and terminate as follows: (a) with respect to Purchaser Buyer Losses arising under Section 10.1(a10.1(a)(i) with respect to any breach or inaccuracy of the special any representation or warranty of title to Real Property in the deeds referred to in Section 7.2(o)(i3.1 (Organization), the Claims Period shall continue indefinitely; Section 3.2 (b) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.13 (Tax Returns; TaxesAuthorization), the Claims Period shall terminate 30 days after the expiration of the applicable statute of limitations; Section 3.3 (c) with respect to Purchaser Losses arising under Section 10.1(a) with respect to any breach of Section 4.27 (Brokers, Finders and Investment BankersCapitalization), the Claims Period shall terminate upon the expiration of the applicable statutes of limitations; Section 3.4 (d) with respect to Purchaser Losses arising under Company Subsidiaries), Section 10.1(a) with respect to any breach of 3.18 (Certain Fees), Section 4.18(d4.1 (Organization), Section 4.2 (Authorization), Section 4.3 (Company Share Ownership) or Section 4.18(e4.6 (Certain Fees) (portion of Environmentalcollectively, Health and Safety Mattersthe “Fundamental Representations”), the Claims Period shall terminate on the date that is five four (4) years following the Closing Date; (eb) with respect to all other Purchaser Buyer Losses arising under (i) Section 10.1(a10.1(a)(i) and (ii) under Section 10.1(a)(ii), other than (A) with respect to any breach or inaccuracy of any of the Fundamental Representations, (B) as provided for in Article IVXII or (C) covenants to be performed after the Closing, the Claims Period shall terminate on the date that is two years eighteen (18) months following the Closing Date; (fc) with respect to Purchaser Buyer Losses arising under Section 10.1(d10.1(a)(ii) with respect to any Seller MTBE Liabilitycovenants to be performed after the Closing, the Claims Period shall terminate on the date that is eight years following survive the Closing Date; either until the time period set forth in the applicable covenant (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liabilityor, the Claims Period shall terminate on the date that if no time period is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewithset forth therein, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon until the expiration of the applicable statute of limitations;); and (jd) with respect to other Purchaser Seller Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g10.2(a), the Claims Period shall terminate on the date that is five four (4) years following the Closing Date;. (ke) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers10.2(b), the Claims Period shall terminate upon survive the Closing for the time period set forth in the applicable covenant (or if no time period is set forth, until the expiration of the applicable statute statutes of limitations and (ii) any other breach limitations). No claim for indemnification can be made after the expiration of Article V, the Claims Period will expire on the date that is two years following the Closing DatePeriod; and (l) with respect to Seller Losses arising under Sections 10.2(b)provided, (d)however, (e) or (f), the Claims Period shall continue indefinitely. 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. 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. The Claims Periods hereunder under this Agreement shall begin on the date hereof and terminate as follows: (a) with respect to Purchaser Losses any indemnification claim of any Buyer Indemnified Party arising under Section 10.1(a9.2(a) with respect to any breach or inaccuracy of any representation or warranty of the special warranty Seller Parties in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.11 (Title and Condition of title to Real Property Purchased Assets), Section 4.12(b) (Intellectual Property), Section 4.22 (Brokers, Finders and Investment Bankers), but in the deeds referred case of Sections 4.11 and 4.12(b), only as they relate to in Section 7.2(o)(i)title, the Claims Period shall continue indefinitely; (b) with respect to Purchaser Losses any indemnification claim of any Buyer Indemnified Party arising under Section 10.1(a9.2(a) with respect to any breach or inaccuracy of any representation or warranty in Section 4.13 4.9 (Tax Returns; Taxes), the Claims Period shall terminate 30 days after the continue until six months following expiration of the applicable statute statutes of limitationslimitation relating to such matters; (c) with respect to Purchaser Losses all other indemnification claims of any Buyer Indemnified Party arising under Section 10.1(a9.2(a) and all claims of any Seller Indemnified Party arising under Section 9.3(a) with respect to any breach or inaccuracy of Section 4.27 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration any representation or warranty of the applicable statutes of limitations; (d) with respect to Purchaser Losses arising Buyer under Section 10.1(a) with respect to any breach of Section 4.18(d) or Section 4.18(e) (portion of Environmental, Health and Safety Matters)this Agreement, the Claims Period shall terminate on the date that is five years following the Closing Date; (e) with respect to all other Purchaser Losses arising under Section 10.1(a) with respect to any breach second anniversary of Article IV, the Claims Period shall terminate on the date that is two years following the Closing Date; (f) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller MTBE Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (g) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Exposure Liability, the Claims Period shall terminate on the date that is eight years following the Closing Date; (h) with respect to Purchaser Losses arising under Section 10.1(d) with respect to any Seller Off Site Disposal Liability or under the conveyance documents to be executed by one or both of the Sellers in connection herewith, the Claims Period shall continue indefinitely; (i) with respect to (i) Purchaser Losses arising under Section 10.1(d) with respect to any Seller Environmental Fines and Penalties Liability, (ii) Purchaser Losses arising under Section 10.1(c) and (iii) Seller Losses arising under Section 10.2(c), the Claims Period shall terminate upon the expiration of the applicable statute of limitations; (j) with respect to other Purchaser Losses arising under Section 10.1(d) or Purchaser Losses arising under Sections 10.1(b), (e), (f) or (g), the Claims Period shall terminate on the date that is five years following the Closing Date; (k) with respect to Seller Losses arising under Section 10.2(a) with respect to (i) any breach of Section 5.5 (Brokers, Finders and Investment Bankers), the Claims Period shall terminate upon the expiration of the applicable statute of limitations and (ii) any other breach of Article V, the Claims Period will expire on the date that is two years following the Closing Date; and (ld) with respect to Seller Losses all other indemnification claims of any Buyer Indemnified Party arising under Sections 10.2(b), (d), (e) Section 9.2 or (f)of any Seller Indemnified Party arising under Section 9.3, the Claims Period shall continue 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 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.