Time Limit on Indemnification. No claim for indemnification may be asserted by Purchaser after the second anniversary of the Closing Date, as hereinafter defined, except for (i) state or federal sales or income taxes for any period ending on or prior to December 31, 1997, which may be asserted at any time the applicable State Departments of Revenue or Internal Revenue Service may still assert a deficiency, and which indemnification is subject to the provisions of Subparagraph 7.5 above, and (ii) claims arising out of a representation, warranty or covenant that a Seller knew at the date of this Agreement was false or which arises out of a claim later known to a Seller which Seller failed to disclose to Purchaser prior to the Closing Date.
Appears in 4 contracts
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)
