Common use of Time Limitation Clause in Contracts

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation of Organizational Documents), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation any of Organizational Documents), Section 2.8 (Taxes), the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”)in each case, as to which 30 a claim may be made at any time prior to 90 forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 twelve (12) months after the Closing Date, the Buyer Indemnitee notifies Sellers Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(b), (c), (d5.1(c) and (ed) and claims based upon intentional misrepresentation or common law fraud Fraud committed by Sellers Seller or the Selling Persons Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation any of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), in each case, as to which a claim may be made at any time prior to 90 forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 twelve (12) months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud Fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. No Claim shall be brought under this Article --------------- VIII after the lapse of two (a2) After years following the Closing DateClosing. Regardless of the foregoing, however, or any other provision of this Agreement: (i) There shall be no time limitation on Claims brought for breach of any representation or warranty made by Shareholders in Sections 3.04 and 3.05, or for claims or actions brought for fraud in connection with the sale of the Shares to Buyer by Shareholders and (all such Claims, collectively, "Fraud and Title Claims") and Shareholders hereby waive all applicable statutory limitation periods with respect thereto. (ii) The time limitation on Claims brought for breach of any representation or warranty made by Shareholders in Section 3.06 or for those items identified on Schedule 8.06 ("Tax Claims") shall be twelve (12) months following the end of any applicable taxing authority's statute of limitations period. (iii) There shall be no time limitation on Claims for breach of any representation or warranty made by Shareholders in Section 3.12(c) or Claims brought with respect to Shareholders' indemnification obligations under clause (d) of Section 8.01 ("Environmental Claims"), and Shareholders hereby waive all applicable statutory limitation periods with respect thereto. (iv) There shall be no time limitation on Claims with respect to Shareholders' indemnification obligations under clause (e) of Section 8.01 to the extent arising from Company's litigation with Attec International, as described in Schedule 3.11 ("Attec Claims"). (v) There shall be no time limitation on Claims for breach of any representation or warranty made by Shareholders to the extent that such representation or warranty is made with respect to the Xxxxxx Division, the Xxxxxx Assets or the Xxxxxx Liabilities, or Claims with respect to Shareholders' indemnification obligations under clause (f) of Section 8.01 (all such Claims, the "Xxxxxx Claims"). (vi) There shall be no time limitation on Claims brought for breach of any representation or warranty made by the LLC, or for claims or actions brought in connection with the Bonds. (vii) If any act, omission, disclosure or failure to disclosure shall form the basis for a Buyer Indemnitee may 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 for indemnification with respect to any based on the breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation of Organizational Documents), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any timestill surviving. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. Any Claim against a Seller pursuant to this Agreement shall, to be valid, be made after the date hereof and be notified to the Guarantors (ai) After in the case of a Third Party Claim, within forty five (45) days of the receipt of such Third Party Claim, or (ii) in all other cases, within (30) days of the day on which the Purchaser becomes aware of the fact or event giving rise to such Claim, provided that any delay in making such a claim shall reduce the Indemnification Liability only by the extent of the damage effectively suffered by the Guarantors as a result of such delay. No Claim shall give rise to an indemnification obligation (including the indemnification obligations set forth in paragraph 8.2 above) if notice of such Claim is made after a period of (the “Expiry Date”): - Concerning Claims relating to Taxation, three (3) months after (i) expiry of the relevant statute of limitation, or (ii) if later, the date on which any court decision in relation to the matter forming the basis of any such Claim is given, arbitration sentence is passed or settlement becomes definitive and without appeal; - Concerning the Claims relating to the Indemnified Litigation, two (2) years as from the Closing Date, - Concerning any other Claims, one (1) year as from the Closing Date. If a Buyer Indemnitee may make Claim is made before the Expiry Date, it shall be deemed withdrawn six (6) months after the Expiry Date unless judicial proceedings in respect of it have been commenced prior to the expiration of such a claim for indemnification six (6) month period. For the avoidance of doubt, in the event notice of any Claim is given within the applicable time limit, the rights of the Purchaser under this Clause 8 with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation of Organizational Documents), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), such Claim shall survive until such time as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that Claim is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any timefinally resolved. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) 2.4 (No Violation of Organizational DocumentsViolation), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.19 (Competing Interests), Section 2.20 (No Brokers) and Section 2.21(g) (Investment Intent) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 18 months after the Closing Date, the Buyer Indemnitee notifies Sellers Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers Seller or the Selling Persons Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) 3.3 (No Violation of Organizational DocumentsViolation) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 18 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After The representations and warranties made by the Buyer Parties in this Agreement or in any certificate related to such representations and warranties shall survive the Closing Date, a Buyer Indemnitee and continue in full force and effect for twelve (12) months thereafter and no Claim Notice may make a claim for indemnification be made by any Seller Indemnified Party under Section 10.2(a)(i) with respect to any breach of a representation or warranty after such date except that representations and warranties in Sections 5.2 (other than those made in Section 2.1 (OrganizationPower), Section 2.2 5.3 (Authority; Enforceability), Section 2.3(c5.5 (Brokers Fees), 5.8 (Authorization of Convertible Preferred Stock), 5.10(a)(ii) (Title to AssetsCapitalization), Section 2.4(i5.10(e) (No Violation Second Liens in the Collateral) and 5.10(j) (Private Offering) shall survive indefinitely.” (m) Section 10.3(a)(i) of Organizational Documentsthe Purchase Agreement is hereby revised and amended in its entirety to read as follows: (i) Cap. Sellers’ aggregate liability for money Damages under Section 10.1(a)(i) will not exceed Forty Million Dollars ($40,000,000) (the “Cap”); provided, however, that the limitation contemplated hereby will not be applicable with respect to (A) breaches of Sections 4.2 (Power), Section 2.8 4.3 (Authority; Enforceability), 4.13 (Broker’s Fees), 4.16 (Taxes), Section 2.13 ) and 4.28 (Employee Benefit Plans), Section 2.18 (Environmental MattersSecurities Representations), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration breaches of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties with respect to title to the Purchased Assets (including title representations set forth in Sections 4.8, 4.9, 4.12 and 4.14) or (B) instances of fraud by any extensions Seller Party.” (n) Section 10.3(b)(i) of the Purchase Agreement is hereby revised and waivers thereof)amended in its entirety to read as follows: (i) Cap. Parent and the Buyer’s collective aggregate liability for money Damages under Section 10.2(a)(i) will not exceed $40,000,000; provided, however, that the limitation contemplated hereby will not be applicable with respect to (A) breaches of Section 5.2 (Power), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b5.3 (Authority; Enforceability), 5.5 (cBrokers’ Fees), 5.8 (dAuthorization of Convertible Preferred Stock), 5.10(a)(ii) (Capitalization), 5.10(e) (Second Liens in the Collateral) and 5.10(j) (ePrivate Offering) and claims based upon intentional misrepresentation or common law (B) instances of fraud committed by Sellers Parent or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any timeBuyer. (bo) After EXHIBIT 1.1 is hereby amended (i) to delete the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect defined terms “Inspector” and “Third Party Financing,” (ii) to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) revise and Section 3.3(i) (No Violation of Organizational amend the term “Transaction Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) ,” and (diii) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.to include certain new defined terms as follows:

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) 2.4 (No Violation of Organizational DocumentsViolation), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.19 (Competing Interests), Section 2.20 (No Brokers) and Section 2.21(g) (Investment Intent) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 18 months after the Closing Date, the Buyer Indemnitee notifies Sellers Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers Seller or the Selling Persons Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) 3.3 (No Violation of Organizational DocumentsViolation) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 18 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.. 5.5

Time Limitation. (a) After the Closing DateRegardless of any applicable period of limitation under any Law otherwise applicable thereto, a Buyer Indemnitee may make a except as set forth, below, no claim or action shall be brought under this Article 6 for indemnification with respect to any breach of a representation or warranty after eighteen (18) months following the Closing Date. Notwithstanding the foregoing, however, or any other than those provision of this Agreement: (i) Regardless of any applicable period of limitation under any Law otherwise applicable thereto, any claim or action brought for a breach of any representation or warranty made in or pursuant to Section 2.1 3.1 (OrganizationCorporate), ; Section 2.2 3.2 (Shareholders); Section 3.3 (Authority), ; Section 2.3(c3.6 (Tax Matters); Section 3.12(a) (Title to AssetsMarketable Title), ; Section 2.4(i) (No Violation of Organizational Documents), Section 2.8 (Taxes), Section 2.13 3.17 (Employee Benefit Plans), ; Section 2.18 3.25 (Environmental MattersNo Brokers or Finders), ; and Section 2.20 3.27 (No BrokersInvestment Purpose) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made brought at any time prior to 90 days after expiration of within the statute of limitations applicable to claims regarding the subject matter of such representations and warranties ten (including any extensions and waivers thereof)), only if on or before the date that is 12 months 10) year period after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any claim or action brought for a breach of a any representation or warranty (other than those made in or pursuant to Section 3.1 3.19 (OrganizationTrade Rights) (the “Trade Rights Representations and Warranties”) or Section 3.23 (Assets and Services Necessary to Conduct the Business) (the “Sufficiency Representations and Warranties”), such claim or action may be brought at any time within the four (4) year period after the Closing Date (all of the foregoing representations and warranties in this Section 3.2 (Authority) and Section 3.3(i6.5(a)(i) (No Violation including, without limitation, for the avoidance of Organizational Documentsdoubt, the Trade Rights Representations and Warranties and the Sufficiency Representations and Warranties, shall collectively be defined as the “Company Fundamental Representations”)), and the Company, each of the Shareholders, Xxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxxxxxx hereby waive all applicable statutory limitation periods with respect thereto. (ii) Regardless of any applicable period of limitation under any Law otherwise applicable thereto, any claim or action brought for a breach of any representation or warranty made in or pursuant to Article 4 (the foregoing representations and warranties in this Section 6.5(a)(ii), collectively, the “Buyer Fundamental Representations”), as to which a claim ) may be made brought at any time prior to 90 days after expiration of within the statute of limitations applicable to claims regarding the subject matter of such representations and warranties ten (including any extensions and waivers thereof)), only if on or before the date that is 12 months 10) year period after the Closing Date, and Buyer hereby waives all applicable statutory limitation periods with respect thereto. (iii) Any claim or action made by a Buyer Indemnified Party by delivering notice to the Seller Indemnitee notifies Buyer other Parties requesting indemnification relating to any of the matters set forth in Section 6.1(a) prior to the termination of the survival period (if any) for such claim or action shall be preserved despite the subsequent termination of such survival period. Any claim or action made by a Company Indemnified Party by delivering notice to the other Party requesting indemnification relating to any of the matters set forth in Section 6.2(a) prior to the termination of the survival period (if any) for such claim or action shall be preserved despite the subsequent termination of such survival period. (iv) If any act, omission, disclosure or failure to disclose shall form the basis for a claim specifying or action for breach of more than one representation or warranty, and such claims have different periods of survival hereunder, then the factual basis termination of the survival period of one claim in reasonable detail or action shall not affect a Party’s right to make a claim or action based on the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation breach of representation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any timewarranty still surviving.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than (x) those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) 2.4 (No Violation of Organizational DocumentsViolation), Section 2.19 (Competing Interests), Section 2.20 (No Brokers), and Section 2.21 (Investment Intent), as to which a claim may be made at any time and (y) Section 2.8 (Taxes), ) and Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 ninety (90) days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof) (such representations and warranties in clause (x) and (y) above being collectively, the “Seller Fundamental Representations”)), only if on or before the date that is 12 months two (2) years after the Closing Date, the Buyer Indemnitee notifies Sellers Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (ec) and claims based upon intentional misrepresentation or common law fraud under Delaware law committed by Sellers Seller or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 3.2 (OrganizationAuthority), Section 3.2 3.3 (AuthorityNo Violation), Section 3.5 (No Brokers), Section 3.6 (Capitalization of Buyer) and Section 3.3(i) 3.7 (No Violation Capitalization of Organizational DocumentsHoldco) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)time), only if on or before the date that is 12 months two (2) years after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon intentional misrepresentation or common law fraud under Delaware law committed by Buyer or Holdco in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing DateExcept as otherwise specifically provided elsewhere in this Article 7, a Buyer Indemnitee may make a no claim for indemnification with respect to any breach of a representation under this Article 7 (an “Indemnification Claim”) may be brought or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation of Organizational Documents), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters)asserted after, and Section 2.20 all rights to be indemnified under this Article 7 for any Claim or Indemnifiable Damages shall terminate two (No Brokers2) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months years after the Closing Date, . Such two (2) year period shall be referred to herein as a “Survival Period” and the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis second anniversary of the claim Closing Date shall, in reasonable detail to the extent then known by such Buyer Indemniteecase of that two (2) year Survival Period, be the “Survival Termination Date”. Notwithstanding the foregoing, claims made pursuant however, or any other provision of this Agreement to the contrary: (i) Any Indemnification Claim arising out of a breach of any of the representations or warranties of the Company contained in Sections 5.1(b4.2 or 4.10(a), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation the representations or warranty (other than those made warranties of Buyer contained in Section 3.1 (Organization)Sections 5.2, Section 3.2 (Authority) and Section 3.3(i) (No Violation of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made brought or asserted at any time prior to 90 days after expiration to, but not after, the lapse of ten (10) years following the statute of limitations Closing, which ten (10) year time period shall be the Survival Period applicable to claims regarding such Indemnification Claims. (ii) No time limit shall apply to the subject matter assertion by Buyer of such representations and warranties (including any extensions and waivers thereof)Indemnification Claims against or the right of Buyer to recover Indemnifiable Damages from the Company under any of Sections .7.1(b), only if on 7.1(c) or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail 7.1(d) or Section 7.4(a) or to the extent then known assertion by such Seller Indemnitee. Notwithstanding Company of any Indemnification Claims against or the foregoing, claims made pursuant right to Sections 5.2(brecover Indemnifiable Damages from Buyer under Section 7.2(b), (c) and (dor 7.2(d) or Section 7.4(b) and claims based upon intentional misrepresentation the Survival Periods with respect thereto shall not expire. (iii) If an Indemnification Claim is made by a party or common law fraud committed by Buyer any of its Affiliates prior to the termination of the Survival Period applicable to such Indemnification Claim as specified hereinabove in connection this Section 7.5, a demand for arbitration thereof in accordance with Article 9 hereof shall be preserved despite the fact that the arbitration is not commenced or concluded prior to the expiration of such Survival Period. (iv) If any act, omission, disclosure or failure to disclose shall form the basis for more than one Indemnification Claim under this Agreement or Article 7, and such Claims have different Survival Periods hereunder, the transactions contemplated hereby may, in each case, be made at any timetermination of the Survival Period of one such Claim shall not affect a party’s right to make an Indemnification Claim with respect to which the applicable Survival Period has not yet expired.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation any of Organizational Documents), Section 2.8 (Taxes), the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”)in each case, as to which a claim may be made at any time prior to 90 30 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof); provided, that, with respect to any Third Party Claims, Buyer must receive notice of such Third Party Claims prior to the expiration of such applicable statute of limitations), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) ), (e), and (ef) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation any of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), in each case, as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation any of Organizational Documents), Section 2.8 (Taxes), the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”)in each case, as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d), (e), (f), (g) and (eh) and claims based upon intentional misrepresentation or common law fraud committed by Sellers Seller or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation any of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), in each case, as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) ), and (d) ), and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. Notwithstanding any provision hereof to the contrary, it is understood and agreed that any and all liabilities or indemnification obligations of Sellers under this Agreement (aincluding, without limitation, specifically those set forth in Section 7.03 and Section 7.04) After the Closing Date, for which Purchaser has not previously delivered to Sellers a Buyer Indemnitee may make a claim for indemnification Claim Notice pursuant to Section 7.06.01 (or with respect to any of the Subject Properties as to which closing is deferred pursuant to ARTICLE VI or ARTICLE X , a notice asserting a Title Defect or an Environmental Condition (in each case) to the extent not resolved), if any, shall expire and terminate and no longer be enforceable for all periods of time on and after one (1) year from the Closing except for: (A) breach of a representation any of the representations or warranty (other than those made warranties contained in Section 2.1 2.01.01 (Organization), Section 2.2 (Organization and Authority), Section 2.3(c) 2.01.02 (Title to AssetsExecution and Delivery/Enforceability), Section 2.4(i) 2.01.03 (No Violation of Organizational DocumentsConflicts) or Section 2.01.04 (Broker's Fees), which shall survive Closing indefinitely and shall not expire, terminate or cease to be enforceable, (B) breach of any of the representations or warranties contained in Section 2.8 2.02.07 (Taxes), Section 2.13 2.02.13(B) (Employee Benefit PlansExpenses Paid) or Section 2.02.08 (Title), Section 2.18 which shall survive Closing for two (Environmental Matters), 2) years and Section 2.20 shall expire and terminate and no longer be enforceable for all periods of time on and after two (No Brokers2) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after years from the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (eC) the Retained Liabilities described in Section 7.03(iii) which shall survive Closing indefinitely and claims based upon intentional misrepresentation shall not expire, terminate or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, cease to be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim enforceable. Except for Sellers’ indemnification with respect to any breach of a representation or warranty obligations under Section 7.04 (other than those made in Section 3.1 (Organization), Section 3.2 (Authoritythat have terminated pursuant to the foregoing sentence) and Section 3.3(i) (No Violation or for breaches of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail survive longer pursuant to the extent then known by such Seller Indemnitee. Notwithstanding foregoing sentence, on and after one (1) year from the foregoingClosing, claims made pursuant Purchaser shall not be entitled to Sections 5.2(b), (c) make any claim against Sellers with respect to the Subject Properties or the purchase and (d) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with sale thereof for any cause attributable to any period of time under this Agreement or otherwise, including, without limitation, rights of contribution arising under or based on any Law and, except for Sellers’ indemnification obligations under Section 7.04 (other than those that have terminated pursuant to the transactions contemplated hereby mayforegoing sentence) or for breaches of representations and warranties that survive longer pursuant to the foregoing sentence, in each case, any and all liabilities of Sellers under this Agreement for which Purchaser has not previously delivered to Sellers a Claim Notice pursuant to Section 7.06.01 shall be made at any timedeemed Assumed Obligations.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation of Organizational Documents), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.. 5.5

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation any of Organizational Documents), Section 2.8 (Taxes), the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”)in each case, as 101572953.9 31 to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Buyer Indemnitee notifies Sellers Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud Fraud committed by Sellers Seller or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation any of Organizational Documents) (collectively, the “Buyer Fundamental Representations”), in each case, as to which a claim may be made at any time prior to 90 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or common law fraud Fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) 2.4 (No Violation of Organizational DocumentsViolation), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), Section 2.19 (Competing Interests) and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 18 months after the Closing Date, the Buyer Indemnitee notifies Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.1(b), (c), (d) and (e) and claims based upon intentional misrepresentation or common law fraud committed by Sellers or the Selling Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) 3.3 (No Violation of Organizational DocumentsViolation) (collectively, the “Buyer Fundamental Representations”), as to which a claim may be made at any time prior to 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is 12 18 months after the Closing Date, the Seller Indemnitee notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon intentional misrepresentation or common law fraud committed by Buyer in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.