Common use of Time for Claims Clause in Contracts

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 or 10.2 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4 (Breach of Organizational Documents), 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; (b) at any time prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 (Tax Matters), 3.16 (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); (c) at any time prior to the thirty-six month anniversary of the Closing, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration of the thirty-six month anniversary of the breach of such covenant.

Time for Claims. Notwithstanding anything to the contrary contained in this Agreement or in any certificate, schedule, statement, document or instrument furnished hereunder, Sellers’ and Purchaser’s obligations of indemnification are limited as set forth in this Section 7.7. No claim may be made or suit instituted initiated seeking indemnification pursuant to Section 10.1.1, 10.1.2 Sections 7.2 or 10.2 7.3 for any breach of, or inaccuracy in, any representation representation, warranty or warranty statement unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: Person: (a) at any time, in the case of any breach of, or inaccuracy in, with respect to the representations and warranties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 4.1, Section 4.2, Section 4.3 and Section 4.4 and each of the covenants and agreements set forth in Sections 3.1 (Organization)herein, 3.2 (Power and Authorization)the corresponding indemnification obligations thereto, 3.4 (Breach of Organizational Documents)which representations, 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 (No Brokers), 4.1 (Organization), 4.2 (Power warranties and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; obligations shall continue without termination; (b) at any time prior to the thirtieth day after following the expiration of the applicable statute of limitations, with respect to the representations and warranties contained in Section 3.11, Section 3.12, Section 3.16, and Section 3.19 and the corresponding indemnification obligations thereto, which representations, warranties and obligations shall terminate upon the expiration of the statute of limitations (taking into account as at any tolling periods and other extensionstime extended) applicable to the claim related thereto; (c) at any time, in the case of any claim or suit based upon, intentional misrepresentation, or gross negligence, (i) any willful, fraudulent, or grossly negligent actions or representations of Sellers and the corresponding indemnification obligations thereto, which representations, warranties, and obligations shall continue without termination, and (ii) any claims for indemnification pursuant to Section 7.4 (in each case as such indemnification obligations would read if all qualifications as to survival were deleted therefrom), which obligations shall continue without termination; and (d) at any time prior the third anniversary of this agreement, with respect to any breach of, of or inaccuracy in, the representations and warranties set forth any other representation, warranty or statement in Sections 3.15 (Tax Matters), 3.16 (Employee Benefit Plans) this Agreement or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument Exhibit, statement or certificate delivered pursuant to this Agreement); (c) at any time prior to the thirty-six month anniversary of the Closing, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration of the thirty-six month anniversary of the breach of such covenant.

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.15.1.1, 10.1.2 5.1.3 or 10.2 5.2.1 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified PartyPerson, is provided to the Indemnifying Party: (a) Person: 5.3.1 at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 2.1 (Organization and Predecessors), 2.2 (Capitalization and Title), 2.3 (Power and Authorization), 2.5(d) (Breach of Organizational Documents), the last sentence of 2.6.1 (Financial Statements) 2.10.1 (Ownership of Assets), the last sentence of 2.25.1 (Litigation), 2.29 (No Brokers), 3.1 (Organization), 3.2 (Power and Authorization), 3.4 3.4(d) (Breach of Organizational Documents), ) or 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 (No Brokers); 5.3.2 at any time, 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon violations of law, fraud or intentional misrepresentation; (b) ; 5.3.3 at any time prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 2.15 (Tax MattersLegal Compliance; Illegal Payments; Permits), 3.16 2.17 (Employee Benefit Plans), 2.18 (Environmental Matters) or 3.17 2.24 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this AgreementEmployees); (c) and 5.3.4 at any time prior to the thirty-six month anniversary last day of the Closing36th month following the Effective Date, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty or any Loss arising from Liabilities described in Section 5.1.3. Claims for indemnification pursuant to any other provision of Sections 5.1 and 5.2 are not subject to the limitations set forth in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration of the thirty-six month anniversary of the breach of such covenantSection 5.3.

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 or 10.2 for any breach of, or inaccuracy in, any representation or warranty 7.01 unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the party seeking indemnification under Section 7.01 (the "Indemnified Party"), is provided to the party against whom indemnity is sought (the "Indemnifying Party: "): (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 Section 3.01 (OrganizationExistence and Power), 3.2 Section 3.02 (Power and Corporate Authorization), 3.4 Section 3.06 (Breach of Organizational DocumentsOwnership; Liens), 3.5 Section 3.20 (CapitalizationFinders' Fees), 3.9 Section 3.23 (Debt; GuaranteesAmended and Restated Loan Agreement), 3.26 Section 4.01 (No BrokersExistence and Power), 4.1 Section 4.02 (Organization), 4.2 (Power and Authorization), 4.4 or Section 4.06 (No Breach Finders' Fees); (b) at any time, in the case of Organizational Documents any claim or suit based on Excluded Liabilities, Assumed Liability or any obligations or liabilities set forth in Section 7.01(b)(iv); (c) at any time, in the case of Seller)the nonperformance of any covenant or agreement in this Agreement, 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; ; (bd) at any time prior to the thirtieth (30th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 Article 6 (Tax Matters), 3.16 ; and (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); (ce) at any time prior to the thirty-six month anniversary of the ClosingDecember 31, 2008, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty claim seeking indemnification under Section 7.01 in this Agreement (or Agreement. Sellers and Buyer understand that in the event notice of any claim for indemnification under Section 7.01 shall have been given within the applicable survival period, the representations, warranties and/or covenants that are the subject of such indemnification claim shall survive until such time as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration of the thirty-six month anniversary of the breach of such covenantclaim is finally resolved.

Time for Claims. No All representations and warranties set forth herein shall survive the Closing; provided, however, that no claim may be made or suit Action instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 6.1.1(a) or 10.2 6.2(a) for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: : (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4 3.4(e) (Breach of Organizational Documents), 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 3.24 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 or 4.4(d) (Breach of Organizational Documents); (b) at any time, 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; ; (bc) at any time prior to the thirtieth (30th) calendar day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 3.8(f) and 3.14 (Tax Matters), or 3.16 (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this AgreementMatters); and (cd) at any time prior to the thirty-six month anniversary conclusion of the Closingday that is Fifteen (15) months after the Closing Date, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered Agreement. Claims for indemnification pursuant to this Agreement) any other provision of Sections 6.1.1 and (d) in the case of breaches of covenants hereunder that 6.2.1 are required to be performed after the Closing, at any time prior not subject to the expiration of the thirty-six month anniversary of the breach of such covenantlimitations set forth in this Section 6.3.

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 Sections 9.1.1 or 10.2 9.2.1 for any breach of, or inaccuracy in, any representation or warranty or Section 9.1.3 for any Liability unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified PartyPerson, is provided to the Indemnifying Party: (a) Person: 9.3.1 at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 2.1 (Organization and Predecessors), 2.2 (Capitalization and Title), 2.3 (Power and Authorization), 2.5 (Noncontravention), 2.9.1 (Ownership of Assets), 2.29 (No Brokers), 3.1 (Organization), 3.2 (Power and Authorization), 3.4 (Breach of Organizational Documents), Noncontravention) or 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 (No Brokers); 9.3.2 at any time, 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; (b) ; 9.3.3 at any time prior to the thirtieth ninetieth (90th) day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 (Tax Matters), 3.16 2.17 (Employee Benefit Plans) ), or 3.17 2.18 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this AgreementMatters); (c) and 9.3.4 at any time prior to last day of the thirty-six eighteenth (18th) month anniversary of the ClosingClosing Date, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty or any Loss arising from Liabilities described in this Agreement (Section 9.1.1, 9.1.3 or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder 9.2.1; provided that are required to be performed after the Closingif, at any time prior to the expiration of the thirty-six month anniversary respective survival period set forth in this Section 9.3 with respect to any particular representation or warranty, any Indemnified Party delivers to any Indemnifying Party a written notice alleging the existence of the an inaccuracy in or breach of such covenantrepresentation or warranty and asserting a claim for Losses pursuant to Section 9.1 or Section 9.2, then the representation or warranty underlying the claim asserted in such notice and all indemnity obligations under this Section 9 related thereto shall survive until such claim is finally and fully resolved in accordance with this Agreement. Claims for indemnification pursuant to any other provision of Sections 9.1 and 9.2 or pursuant to Section 10 are not subject to the limitations set forth in this Section 9.3.

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.110.01(a)(i), 10.1.2 10.01(a)(iii) or 10.2 10.02(a)(i) for any breach of, or inaccuracy in, any representation representation, warranty or warranty statement unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: Party (ai) at any time, in the case of any claim based upon fraud or any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 3.01 (Organization), 3.2 3.05 (Capitalization), 3.08 (Debt), 3.23 (No Brokers), 4.01 (Organization), 4.02 (Power and Authorization), 3.4 4.05 (Breach of Organizational DocumentsTitle), 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 4.06 (No Brokers), 4.1 5.01 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 ) or 5.06 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate the certificates delivered at Closing pursuant to this AgreementSection 7.04(b) or Section 8.03), or in the case of any claim or suit based upon fraud or intentional misrepresentation; (bii) at any time prior to the thirtieth (30) day after following the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 (Tax Matters3.12(a), 3.16 (Employee Benefit Plans3.12(b), 3.13, 3.14(b), 3.14(c) or 3.17 (Environmental Regulationand 3.14(g) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate the certificates delivered at Closing pursuant to this AgreementSection 7.04(b) or Section 8.03); (ciii) at any time prior to the thirty-six month third anniversary of the Closing, Closing Date in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation the representations and warranty warranties set forth in this Agreement Sections 3.15 and 3.22 (or as such representations and warranties are repeated or confirmed in the certificates delivered at Closing pursuant to Section 7.04(b) or Section 8.03); and (iv) at any documenttime prior to the eighteen month anniversary of the Closing Date in the case of any breach of, Scheduleor inaccuracy in, instrument any other representation, warranty or statement in this Agreement or in any Schedule or certificate delivered pursuant to this Agreement. Claims for indemnification pursuant to any other provision of Sections 10.01(a) and (d10.02(a) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior not subject to the expiration of the thirty-six month anniversary of the breach of such covenantlimitations set forth in this Section 10.03.

Time for Claims. No The representations, warranties, covenants and agreements of the Company and Parent and Merger Sub set forth in this Agreement and the certificates delivered at Closing pursuant to Sections 7.2(d) and 7.3(c) shall survive the Closing. Notwithstanding the foregoing, no claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 Sections 8.1 or 10.2 for any breach of, or inaccuracy in, any representation or warranty 8.2 unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the party that is or may be required to provide to the Indemnifying Party (or, following the Closing, to the Representative, in the event the Indemnifying Party is a Seller Indemnifying Party: ): (ai) at any timetime on or prior to the expiration of the applicable statute of limitations, in the case of (A) any breach of, or inaccuracy in, of the representations and warranties set forth in Sections 3.1 (OrganizationOrganization and Qualification; Subsidiaries), 3.2 (Power and AuthorizationOrganizational Documents), 3.3 (Authorization of Agreement), 3.4 (Breach of Organizational Documents), 3.5 (Capitalization), 3.9 Sections 3.10 (Debt; GuaranteesEmployee Benefit Plans) or 3.11 (Taxes), 3.26 3.20 (No Brokers), 4.1 (OrganizationOrganization and Qualification), 4.2 (Power and AuthorizationAuthorization of Agreement) or 4.4 (Financial Ability), 4.4 (No Breach B) Sections 8.1(b) through 8.1(f) (other than any breach of Organizational Documents a covenant set forth in Section 5.1 of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokersthis Agreement) or 5.8 Section 8.2(b) or (CapitalizationC) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; willful breach; (bii) at any time prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties except as set forth in Sections 3.15 (Tax Matters8.3(a)(i), 3.16 (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); (c) at any time prior to the thirty-six month anniversary of the Closing, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration date that is eighteen (18) months from the Closing Date, in the case of (A) any breach of any representation or warranty in Articles III or IV of this Agreement or any breach of a covenant set forth in Section 5.1 of this Agreement or (B) any claim brought under Section 8.1(g). Except as set forth above, all covenants or other agreements of the thirty-six month anniversary of parties in this Agreement and in the other agreements contemplated hereby will survive the Closing indefinitely or, if shorter, in accordance with their applicable terms. Damages arising in connection with the breach of such covenantthe representations and warranties of the Company contained in Sections 3.1 (Organization and Qualification; Subsidiaries), 3.2 (Organizational Documents), 3.3 (Authorization of Agreement), 3.4 (Capitalization), 3.10 (Employee Benefit Plans), 3.11 (Taxes) and 3.20 (Brokers) are referred to as “Special Damages.”

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 10.1 or 10.2 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 3.2 (Organization; Predecessors), 3.2 3.3 (Power and Authorization), 3.4 (Breach of Organizational Documents), 3.5 3.6 (Capitalization), 3.9 3.11 (Debt; Guarantees), 3.26 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of SellerTitle), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; (b) at any time prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 3.17 (Tax Matters), 3.16 (Employee Benefit Plans) or 3.17 3.18 (Environmental RegulationMatters) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); (c) at any time prior to the thirty-six month anniversary of the Closing, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration of the thirty-six month anniversary time period within which such covenant is to be performed or observed under the express terms of this Agreement. Claims for indemnification pursuant to any other provision of Sections 10.1 and 10.2 are not subject to the breach of such covenantlimitations set forth in this Section 10.3.

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 10.1.1 or 10.2 for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: (a) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 (Organization; Predecessors), 3.2 (Power and Authorization), 3.4 (Breach of Organizational Documents), 3.5 (Capitalization), 3.9 (Debt; Guarantees), 3.26 (No Brokers), 4.1 (Organization), 4.2 (Power and Authorization), 4.4 (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 (No Brokers), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; (b) at any time prior to the thirtieth day after the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 (Tax Matters), 3.16 (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); (c) at any time prior to the thirty-six month anniversary of the Closing, in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and warranty in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement) and (d) in the case of breaches of covenants hereunder that are required to be performed after the Closing, at any time prior to the expiration of the thirty-six month anniversary time period within which such covenant is to be performed or observed under the express terms of this Agreement. Claims for indemnification pursuant to any other provision of Sections 10.1.1 and 10.2 are not subject to the breach of such covenantlimitations set forth in this Section 10.3.

Time for Claims. No claim may be made or suit instituted seeking indemnification pursuant to Section 10.1.1, 10.1.2 9.01(a)(i) or 10.2 9.02(a)(i) for any breach of, or inaccuracy in, any representation representation, warranty or warranty statement or pursuant to Section 9.01(a)(iv) (with notice deemed to have been given as provided in paragraph (c) below) unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party: : (ai) at any time, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.1 4.01 (Organization), 3.2 4.02 (Power and Authorization), 3.4 4.04(b)(iii) (Breach of Organizational DocumentsNoncontravention), 3.5 4.05 (CapitalizationCapitalization of the Company), 3.9 (Debt; Guarantees), 3.26 (No Brokers), 4.1 5.01 (Organization), 4.2 5.02 (Power and Authorization), 4.4 5.04(b)(iii) (No Breach of Organizational Documents of Seller), 4.5 (Title), 4.6 Noncontravention) or 5.05 (No Brokers); (ii) at any time, 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Breach of Organizational Documents), 5.5 (No Brokers) or 5.8 (Capitalization) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement), or in the case of any claim or suit based upon fraud or intentional misrepresentation; ; (biii) at any time prior to the thirtieth 60th day after the expiration of the applicable Tax statute of limitations (taking into account any tolling periods and other extensions) limitations, in the case of any breach of, or inaccuracy in, the representations and warranties set forth in Sections 3.15 Section 4.13 (Tax Matters), 3.16 ; and (Employee Benefit Plans) or 3.17 (Environmental Regulation) (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument or certificate delivered pursuant to this Agreement); (civ) at any time prior to the thirty-six month second anniversary of the ClosingClosing Date (for example, if the Closing Date is December 27, 2011 the expiration date will be December 27, 2013), in the case of any breach of covenant required to be performed or complied with at or prior to the Closing or breach of, or inaccuracy in, any other representation and representation, warranty or statement in this Agreement (or as such representations and warranties are repeated or confirmed in any document, Schedule, instrument Schedule or certificate delivered pursuant to this Agreement. Claims for indemnification under Article X (Tax Matters) and (d) in the case of breaches of covenants hereunder that are required to may not be performed asserted after the Closing, at any time prior to the 60th day after expiration of the thirty-six month anniversary applicable Tax statute of limitations, Claims for indemnification pursuant to any other provision of Sections 9.01(a) or 9.02(a) or are not subject to the breach of such covenantlimitations set forth in this Section 9.03.