Common use of Claims Period Clause in Contracts

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 Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) 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 all Losses described in Section 8.1(e) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from the Closing Date. Notwithstanding the foregoing, if prior to the close of business on the last day of the 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. The Subject to Section 10.9, the Claims Period under this Agreement hereunder shall begin on the date hereof and survive or terminate as follows: (a) with respect to all Purchaser Losses described arising under (i) Section 10.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 8.1(a4.1 (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 8.2(a(g) shall commence on of Section 4.17) and Section 4.30 (Brokers and Finders), the Closing Date and Claims Period shall terminate on the date that is twelve (12) months after 60 days following the Closing Date, except that (a) the Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) days after the expiration termination of the applicable statute of limitations or, if there is no applicable statute of limitations; and (d) , the Claims Period for shall survive indefinitely (all Purchaser Losses arising from breaches of described in Sections 10.4(a)(i), the “Surviving Obligations”), (ii) Section 3.15 shall commence on the Closing Date and terminate on the date that is three (310.1(a) years from the Closing Date. The Claims Period under this Agreement with respect to all Losses any breach or inaccuracy of any representation or warranty in this Agreement not described in Section 8.1(eclause (i) and Section 8.2(d) shall commence on above, the Closing Date and Claims Period shall terminate on the date that is five (5) years from 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) with respect to Seller Losses, 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. Notwithstanding the foregoing, if 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. 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 All claims for which notice is not given in accordance with their termsthis 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. The For purposes of this Agreement, the “Claims Period Period” shall be the period after the Closing Date during which a claim for indemnification may be asserted 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 by any Indemnified Party (12) months after the Closing Date, except that (a) the Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) 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 Datedefined below). The Claims Period under this Agreement with respect to all Losses described in Section 8.1(e(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 8.2(d3.04(b), for which the Claims Period shall commence on the Closing and shall terminate on the second (2nd) anniversary of the Closing) shall commence on the Closing Date and shall terminate on the date that is five first (51st) years from anniversary of the Closing. The representations and warranties of the Seller and the Purchaser contained in this Agreement and the Ancillary Agreements shall survive the Closing Dateuntil 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 (h), Section 3.22 or set forth in clause (iii) of the second sentence of Section 3.04(b) and any covenants of the Seller relating to Taxes, which shall survive the Closing until the second (2nd) anniversary of the Closing). Notwithstanding the foregoing, if prior to the close of business on the last day of the 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. The covenants and agreements set forth in this Agreement, any Neither the period of survival nor the liability of the Seller Ancillary Documents with respect to the Seller’s representations and warranties shall be reduced by any investigation made at any time by or any on behalf of the Buyer Ancillary Documents that by their terms are to be performed after the Closing shall survive until fulfilled in accordance with their termsPurchaser.

Claims Period. The Claims Period under this Agreement Periods hereunder shall begin on the date hereof and terminate as follows: (a) with respect to all Purchaser Losses described in Section 8.1(aarising under: (i) and 8.2(a) Sections 10.1(a), the Claims Period shall commence on the Closing Date and shall terminate on the date that is twelve continue for twenty-four (1224) months after following the Closing Date, except that (a) the Claims Period with respect to Special Liabilities imposed on Purchaser shall continue for Losses arising from breaches of thirty-six (36) months; and (ii) Section 3.5 10.1(b), the Claims Period shall commence on continue for twenty-four (24) months following the Closing Date and terminate on the day except that is thirty (30) days after Seller’s delivery for any such Purchaser Losses arising as a result of the Closing Balance Sheet; (b) a breach of any representation contained in Section 4.14 or 4.15, the Claims Period shall continue for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on thirty-six (36) months following the Closing Date and extend without limitation as to timeDate; and (ciii) Section 10.1(c), the Claims Period shall continue for Losses arising from breaches of Section 3.13 shall commence on twenty-four (24) months following the Closing Date and terminate on Date, except in the date case of any covenant which by its terms specifically provides that is ninety performance extends beyond twenty-four (9024) days after months following the Closing Date, in which case such covenant shall survive until the expiration of the applicable statute of limitationsrelevant 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 (d) 10.2(b), the Claims Period shall continue for Losses arising from breaches of Section 3.15 shall commence on the Closing Date and terminate on the date that is three twenty-four (324) years from months following the Closing Date. The ; and (ii) Section 10.2(c), the Claims Period under this Agreement with respect to all Losses described in Section 8.1(eshall continue for twenty-four (24) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from 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 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. The Claims Period under this Agreement hereunder shall begin on the date hereof and terminate as follows: (a) with respect to all Buyer Losses described in arising under (i) 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 Claims Period for Losses arising from breaches of Section 3.5 shall commence on survive the Closing Date and terminate on until the day that is thirty one (301) days after Seller’s delivery year anniversary of the Closing Balance SheetClosing; (bii) Section 8.1(b), the Claims Period for Losses arising from breaches shall survive until the six (6) month anniversary of Sections 3.2the Closing, 3.3(iii) Section 8.1(c), 4.2 and 4.3 shall commence on the Closing Date and extend without limitation as to time; (c) the Claims Period shall survive for Losses arising from breaches the applicable term of such covenant, agreement or undertaking or until completed; (iii) Section 3.13 8.1(d), Section 8.1(e), or Section 8.1(f), the Claims Period shall commence on survive the Closing Date and terminate on the date that is ninety (90) days after until the expiration of the applicable statute of limitations; and (div) Section 8.1(g), the Claims Period for Losses arising from breaches of Section 3.15 shall commence on the Closing Date and terminate on as to each property until the date that is three sixty (360) years from days after the Closing Date. The Claims Period under this Agreement delivery of a title commitment or other indicia of good and valid fee simple title in and to such property. (b) with respect to all Seller Losses described in arising under (i) Section 8.1(e8.2(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 covenants, agreements or undertakings made by Buyer that by their terms are to be completed prior to or as of the Closing, the Claims Period shall survive until the six (6) month anniversary of the Closing, and with respect to covenants, agreements or undertakings made by Buyer that by their terms cannot be completed prior to or as of the Closing, the Claims Period shall survive for the applicable term of such covenant, agreement or undertaking or until completed; and (iii) Section 8.2(c) and Section 8.2(d) ), the Claims Period shall commence on survive the Closing Date and shall terminate on until the date that is five expiration of the applicable statute of limitations. (5c) years from No claim for indemnification can be made after the Closing Date. Notwithstanding expiration of the foregoingClaims Period; provided, however, if prior to the close of business on the last day of the 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. The Claims Period under this Agreement with respect to all Losses described in Section 8.1(ashall be as follows: (a) the representations and 8.2(a) warranties of each Party shall commence on survive the Closing Date and shall terminate on until the date that is twelve (12) 36 months after following the Closing Date; provided, however, that except that as set forth in below, (ai) the Claims Period for Losses arising from breaches of Section 3.5 any Indefinite Purchaser Claim or Indefinite Seller Claim shall commence begin on the date hereof and continue indefinitely, and (ii) the Claims Period for any Statute Of Limitations (“SOL”) Purchaser Claims shall survive the Closing Date and terminate on until the day date that is thirty six (306) days after Seller’s delivery months following the expiration of the Closing Balance Sheet; longest applicable statute of limitations (including any extension thereof agreed to by the Purchaser and the Seller Representative) applicable thereto; (b) the Claims Period for Losses arising from breaches of Sections 3.2any covenants, 3.3agreements or undertakings made by the Parties in this Agreement, 4.2 and 4.3 any Company Ancillary Document or any Purchaser Ancillary Document, other than the indemnity in Section 8.2, shall commence on survive the Closing Date and extend without limitation in accordance with their express terms, except as to timeset forth in subsection (c) immediately below; and (c) the Claims Period for Losses arising from breaches of the covenants, agreements and undertakings set forth in Section 3.13 6.3 shall commence on survive the Closing Date and terminate on until the date that is ninety thirty (9030) days after following the longest applicable statute of limitations (including any extension thereof agreed to by the Purchaser and the Seller Representative) applicable thereto. No claim or cause of action for indemnification under‎ this Article VIII may be made following the expiration of the applicable statute Claims Period; it being understood that in the event notice of limitations; and (d) any claim for indemnification under ‎this Article VIII shall have been given within the applicable Claims Period for Losses arising from breaches Period, the representations, warranties, covenants or obligations that are the subject of Section 3.15 such indemnification claim 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 survive with respect to all Losses described in Section 8.1(e) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from the Closing Date. Notwithstanding the foregoing, if prior to the close of business on the last day of the Claims Period, an Indemnifying Party shall have been properly notified of a such indemnification claim for indemnity hereunder and until 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 time as such claim is fully and finally resolved or disposed resolved, including by final non-appealable Order of in accordance with a court of competent jurisdiction, even if the terms hereof. The covenants date of such full 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 final resolution occurs after the Closing shall survive until fulfilled in accordance with their termsapplicable Claims Period.

Claims Period. The Claims Period (a) For purposes of this Agreement, the term "CLAIMS PERIOD" means the time period during which an Indemnified Party may assert a claim for indemnification under this Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, but subject to Section 9.5(b): (i) with respect to all Purchaser Losses described arising under (i) Section 9.1(a) with respect to any breach or inaccuracy of any representation or warranty in Section 8.1(a4.2 (Authorization), Section 4.3 (Capital Stock), Section 4.21 (Intellectual Property), Section 4.22 (Software), and Section 4.28 (Brokers, Finders, and Investment Bankers) and 8.2(a(collectively, the "SPECIAL REPRESENTATIONS") shall commence on or (ii) Section 9.1(b) ----------------------- with respect to Section 6.19 (Transaction Expenses), Section 9.1(c) or Section 9.2 (collectively, the Closing Date and "SPECIAL OBLIGATIONS"), the Claims -------------------- Period shall terminate on the date that is twelve twenty-one (1221) months after following the Closing Date; (ii) with respect to Company Losses arising under Sections 9.3(b) and 9.3(c), except that (a) the Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) 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 all Losses described in Section 8.1(e) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five twenty-one (521) years from months following the Closing Date. ; and (iii) with respect to all other Purchaser Losses or Company Losses arising hereunder, the Claims Period shall terminate on the fifth Business Day following the date the Purchaser files its Annual Report on Form 10-K for its fiscal year ending June 30, 2006. (b) Notwithstanding the foregoingprovisions of Sections 9.5(a), if prior to if, before the close of business on the last day of the Claims Period, an Indemnifying Party shall will have been properly notified of a good faith claim for indemnity hereunder under this Article IX and such claim shall will not have been finally resolved or disposed of at such date, then such claim shall will continue to survive and shall will remain a basis for indemnity hereunder under this Article IX until such claim is finally resolved or disposed of in accordance with the terms hereof. The covenants and agreements set forth in of 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 termsArticle IX.

Claims Period. (a) The Claims Period under this Agreement with respect to all Losses described in Section 8.1(a) and 8.2(a) hereunder 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 Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date and extend without limitation as to time; (c) the Claims Period for Losses arising from breaches of Section 3.13 shall commence begin on the Closing Date and terminate on the date that is ninety the later of (90x) the 10th Business Day after delivery by the independent auditor of their final executed audit report for the financial statements of the Business for the year ending September 30, 2017 but in any event not later than January 15, 2018, and (y) twelve (12) months following the Closing Date; provided that (i) with respect to Buyer Losses arising under any Company Fundamental Representation or Buyer Losses arising under any Seller Fundamental Representation, the Claims Period shall survive until thirty (30) days after following the expiration of the applicable statute of limitations; and limitation, (dii) with respect to Buyer Losses arising under Sections 7.1(b), 7.1(c), 7.1(d), 7.1(e) or 7.1(f), the Claims Period for shall survive indefinitely, (iii) with respect to Pre-Carve Out Losses arising from breaches of under Section 3.15 7.2, the Claims Period shall commence on survive indefinitely, (iv) with respect to Pre-Closing Environmental Liabilities arising under Section 7.3, the Closing Date and terminate on the date that is three Claims Period shall survive for fifteen (315) years from following the Closing Date. The Claims Period under this Agreement , (v) with respect to all Seller Losses described in arising under Section 8.1(e7.4(a), the Claims Period shall survive for twelve (12) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from months following the Closing Date. Notwithstanding ; provided that with respect to Seller Losses arising under any Buyer Fundamental Representation, the foregoingClaims 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. (b) No claim for indemnification can be made after the 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. 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. The (a) With respect to Buyer Losses arising under (i) Sections 5.01(a) and (c) or from Fraud by any Seller hereunder, the Claims Period under this Agreement with respect to all Losses described in Section 8.1(a) shall begin as of and 8.2(a) shall commence on survive the Closing Date and shall terminate on the date that is twelve (12) months after sixth anniversary of the Closing Date, except that and (aii) Section 5.01(b), the Claims Period for Losses arising from breaches shall begin as of Section 3.5 shall commence on and survive the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) days one year after the expiration of the applicable statute term of limitations; and such covenant, agreement, or undertaking or after the date such covenant, agreement, or undertaking has been completed. (db) With respect to Seller Losses arising under (i) Section 5.02(a), the Claims Period for Losses arising from breaches shall begin as of Section 3.15 shall commence and survive the Closing and terminate on the first anniversary of the Closing Date Date, (ii) Section 5.02(b), the Claims Period shall begin as of and survive the Closing and terminate on the sixth anniversary of the Closing Date, and (iii) Section 5.02(c), the Claims Period shall begin as of and survive the Closing and terminate on the date that is three one year after the expiration of the applicable term of such covenant, agreement, or undertaking or after the date such covenant, agreement, or undertaking has been completed. (3c) years from the Closing Date. The Claims Period under this Agreement Except with respect to all Fraud, the Sellers’ Non-Fundamental Representations will not survive, and will automatically terminate and be of no further force and effect as of, the Closing, and there shall be no Claims Period whatsoever for any Losses described as a result of, arising from, in Section 8.1(e) connection with, by virtue of or related to any breach or inaccuracy thereof (including in the applicable Schedules), or any misrepresentation with respect thereto (including in the applicable Schedules), and Section 8.2(d) shall commence on no such Losses will constitute Buyer Losses in any respect. No claim for indemnification can be made after the Closing Date and shall terminate on expiration of the date that is five (5) years from the Closing Date. Notwithstanding the foregoingapplicable Claims Period; provided, however, if prior to the close of business on the last day of the 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 parties hereto hereby acknowledge and agreements set forth in this Agreement, any agree that the Claims Periods are contractual limitations periods and certain of the Seller Ancillary Documents Claims Periods may shorten or any lengthen the applicable statute of the Buyer Ancillary Documents limitations period that by their terms are to be performed after the Closing shall survive until fulfilled in accordance with their termsmay have otherwise applied but for such Claims Periods.

Claims Period. The Claims Period under this Agreement hereunder shall begin on the date hereof and terminate as follows: (a) with respect to all Buyer Losses described arising under (i) Section 9.1(a)(i) with respect to any breach or inaccuracy of any representation or warranty set forth in Section 8.1(a3.1 (Organization; Power), Section 3.2 (Capitalization), Section 3.3 (No Subsidiaries), Section 3.4 (Authority Relative to this Agreement), Section 3.12 (Taxes) and 8.2(aSection 3.17 (Brokers and Finders) shall commence on or as set forth under Section 9.1(b)(i) with respect to any breach or inaccuracy of any representation or warranty in Section 4.1 (Authority Relative to this Agreement), Section 4.4 (Purchased Units) or Section 4.5 (Brokers and Finders) (collectively, the Closing Date and shall terminate on the date that is twelve (12) months after the Closing Date“Fundamental Representations”), except that (a) the Claims Period for Losses arising from breaches of Section 3.5 shall commence on survive the Closing Date and terminate on the day that is until thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) days after following the expiration of the applicable statute statutes of limitations; and (dii) Section 9.1(a)(i) with respect to any breach or inaccuracy of any representation or warranty set forth in Section 3.15 (Intellectual Property Rights) (the “IP Representations”), the Claims Period for Losses arising from breaches of Section 3.15 shall commence on survive the Closing Date and terminate on until the date that is three (3) years from following the Closing Date; and (iii) Sections 9.1(a)(ii), (iii), (iv), (v), (vi) and (vii) and Section 9.1(b)(ii), the Claims Period shall survive the Closing until thirty (30) days following the expiration of the applicable statutes of limitations; and (b) with respect to Buyer Losses arising under Sections 9.1(a)(i) and 9.1(b)(i) (other than with respect to Buyer Losses arising with respect to any breach or inaccuracy of any of the Fundamental Representations, IP Representations or for fraud), the Claims Period shall terminate as of the date that is twenty-four (24) months following the Closing Date. The No claim for indemnification can be made after the expiration of the applicable Claims Period under this Agreement with respect to all Losses described in Section 8.1(e) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from the Closing Date. Notwithstanding the foregoingPeriod; provided, however, if prior to the close of business on the last day of the 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. The Claims Period under this Agreement Periods hereunder shall begin on the date hereof and terminate as follows: (i) with respect to all Losses described in of Buyer arising under Section 8.1(a11.2 (“Buyer Losses”), the Claims Period shall continue until the first (1st) and 8.2(a) shall commence on anniversary of the Closing Date and (ii) with respect to Seller Losses, the Claims Period shall terminate on continue until the date that is twelve first (121st) months after anniversary of the Closing Date, except that (a) the Claims Period for Losses arising from breaches of Section 3.5 shall commence on the Closing Date and terminate on the day that is thirty (30) days after Seller’s delivery of the Closing Balance Sheet; (b) the Claims Period for Losses arising from breaches of Sections 3.2, 3.3, 4.2 and 4.3 shall commence on the Closing Date 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 on the date that is ninety (90) 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 all Losses described in Section 8.1(e) and Section 8.2(d) shall commence on the Closing Date and shall terminate on the date that is five (5) years from 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 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. The covenants and agreements set forth in this AgreementFurther notwithstanding the foregoing, any of the Seller Ancillary Documents or any of Claims Period with respect to Seller’s indemnity obligations (a) under the Buyer Ancillary Documents that by their terms are to be performed after the Closing following Sections, shall survive until fulfilled in accordance the second (2nd) anniversary of the Closing Date: Section 11.2(i) (but only with their termsrespect to breach of Section 3.8, Section 3.9 or Section 3.15), (b) arising from Seller’s Fraud or Willful Misconduct shall survive the Closing for the applicable statute of limitations, (c) under the following Sections, shall survive the Closing for the applicable statute of limitations: Section 11.2(i) (but only with respect to breach of Section 3.1, Section 3.2, Section 3.3, and Section 3.17), Section 11.2(ii) (but only if due to Seller’s Willful Misconduct), and (d) with respect to Recoupments shall survive until the third (3rd) anniversary of the Closing Date. Further notwithstanding the foregoing, the Claims Period with respect to Buyer’s indemnity obligations (a) under the following Sections, shall survive until the second (2nd) anniversary of the Closing Date: Section 11.1(ii) (but only with respect to Section 5.1, Section 10.8, Section 10.10, and Section 10.11), (c) arising from Buyer’s Fraud or Willful Misconduct 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 10.12.