Common use of Time Limitations Clause in Contracts

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except Seller Indemnitors shall have no liability under clause (a)(i) or (b)(i) of Section 9.02 with respect to: (a) the breach of any representation or warranty, other than those set forth in Sections 4.02, 4.04(a), 4.08, 4.10, 4.11(a) and 4.15 hereof, unless on or before two (2) years after the Closing Date Seller Indemnitors are given notice asserting an Indemnification Claim with respect thereto; (b) the breach of the representations and warranties of Seller Indemnitors contained in Section 4.08 hereof, unless notice asserting an Indemnification Claim based thereon is given to Seller Indemnitors prior to the expiration of the period of time when deficiencies may be assessed against Premier or Premier New Orleans with respect to any claim for Damages tax period ended on or prior to the Effective Time; and (under indemnification c) the breach of the representations and warranties of Seller Indemnitors contained in Section 4.15, unless on or otherwisebefore five (5) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months years after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge Seller Indemnitors are given notice asserting an Indemnification Claim with respect thereto. An Indemnification Claim based upon a breach of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty representations EXECUTION COPY and warranties set forth in Sections 3.15 (Taxes4.02, 4.04(a), 4.10 and 4.11(a) or 3.22 (Environmental Matters), which claim based upon the failure of any Seller Indemnitor to perform the covenants and agreements to be performed by them hereunder may be made until one hundred eighty at any time. (180b) days after the expiration Buyer Indemnitor shall have no liability under clause (a) of the applicable statute of limitations Section 9.03 with respect to the underlying liabilitybreach of any representation or warranty, (iiiother than those set forth in Section 5.02(a) any claim for Damages under Section 11.3hereof, which claim may be made until one hundred eighty (180) days after unless on or before the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach later of (i) a covenant or obligation to be performed or complied with prior to two (2) years after the Closing Date or (ii) the date of the payment in full of the Note in accordance with its terms, Buyer Indemnitor is given notice asserting an Indemnification Claim with respect thereto. An Indemnification Claim based upon a representation or warranty (other than those breach of the representations and warranties set forth in Sections 3.15 (TaxesSection 5.02(a) or 3.22 (Environmental Matters), unless if within thirty-six (36) months based upon the failure of Buyer Indemnitor to perform the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation covenants and agreements to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerit hereunder may be made at any time.

Time Limitations. If the Closing occurs, AFC will have no liability for indemnification with respect to: (a) Except with respect any representation or warranty contained in Article III (other than the representations and warranties contained in Sections 3.4 (Capitalization and Stock Ownership), 3.6 (Title to Assets and Related matters), 3.12 (Taxes) and 3.14 (Benefit Plans)) unless on or before the first anniversary of the Closing Date, Buyer notifies AFC of a claim based upon a breach of any such representation and warranty; (b) the obligations under Section 10.2(a)(x), unless on or before the third anniversary of the Closing Date, Buyer notifies AFC of a claim for Damages based upon any offer or sale of a franchise contemplated thereby; (c) the obligations under indemnification Sections 10.2(a)(xi), unless on or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until before the longer earlier of (A) thirty-six (36) months after the fifth anniversary of the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liabilitybasis for such claim, Buyer notifies AFC of a claim based upon such offer or sale of a franchise contemplated thereby; (iiid) the obligations under Sections 10.2(a)(xii), unless on or before the fifth anniversary of the Closing Date, Buyer notifies AFC of a claim contemplated thereby; and (e) the representations and warranties contained in Sections 3.12 and 3.14 unless Buyer notifies AFC of a claim based upon a breach of any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after such representation and warranty prior to the expiration of the applicable statute of limitations with respect to the underlying liability, basis for such claim. A claim based upon the breach of any other representation and warranty of AFC contained in this Agreement or (iv) based upon the breach by AFC of any Retained Liability, which claim covenant or agreement to be performed by it hereunder may be made until the longer of (A) thirty-six (36) months after brought at any time. If the Closing Date or (B) one hundred eighty (180) days after occurs, Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall will have no liability (under for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)Date, unless if within thirty-six (36) months on or before the first anniversary of the Closing Date, AFC notifies Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerAFC." (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to 5. Article 5 is hereby amended by inserting the Closing Date or (ii) a representation or warrantyfollowing new Sections 5.16, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.5.17 and 5.18:

Time Limitations. (a) Except For purposes of this Agreement, a Parent Indemnified Party or a Company Indemnified Party may only assert a claim for indemnification under Section 8.2(a) or Section 8.3(a) (as applicable) during the applicable period of time (the “Claims Period”) specified as follows: (i) with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer out of (A) thirtythe breach by the Company or by Parent and Merger Sub (as applicable) of any representation or warranty contained in this Agreement relating to (1) any such party’s authority or ability to enter into this Agreement and consummate the transactions contemplated hereby, (2) the Company’s or any Subsidiary’s capitalization, including the record ownership of its outstanding Shares, Company Warrants and Company Stock Options, (3) the issuance of the Capital Stock in connection with the Merger, (4) the Company’s or any Subsidiary’s title to its assets, (5) any Tax-six related matter, or (366) months after the Closing Date any Benefit Plan-related matter, or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent willful misrepresentation or intentional Breachfraud, the Claims Period shall commence on the date of this Agreement and continue until the date which is ninety (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (18090) days after the expiration of the applicable statute of limitations limitations; and (ii) with respect to the underlying liability, (iii) any indemnification claim for Damages under Section 11.38.2(a) or Section 8.3(a) (as applicable) regarding any breach by the Company or by Parent and Merger Sub of any other representation or warranty, which claim may be made until one hundred eighty (180) days after the expiration of Claims Period shall commence on the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made Closing Date and continue until the longer of date which fifteen (A) thirty-six (3615) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability Notwithstanding the foregoing, if before 5:00 p.m. (for Pacific Daylight Time) on the last day of the applicable Claims Period, a written indemnification or otherwise) with respect to any Breach of claim has been delivered (i) a covenant or obligation to be performed or complied with prior to the Closing Date Stockholders’ Representative (on behalf of the Company Indemnifying Parties) in connection with a claim made by any Parent Indemnified Party under Section 8.2(a), or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of to Parent in connection with a claim specifying made by a Company Indemnified Party under Section 8.3(a), and such claim has not been finally resolved or disposed of as of such date, then such claim shall continue to survive and shall remain a basis for indemnification hereunder until such claim is finally resolved or disposed of in accordance with the factual basis terms of the claim in reasonable detail to the extent then known by Sellerthis Agreement.

Time Limitations. (a) Except with respect to any claim If the Closing occurs, Sellers will have no liability (for Damages (under indemnification or otherwise) arising from or connected with: with respect to: (i) fraudulent misrepresentation any representation or willful breach warranty unless notice is given to Sellers in accordance with SECTION 9.9 or any criminal liability, which claim may be made until SECTION 9.10 prior to the longer expiration of the following periods: (A) thirty-six for the representations and warranties set forth in SECTION 4.1 (36Organization and Good Standing of the Corporation), within four (4) months years after the Closing Date or Date; and (B) for all other representations and warranties set forth in ARTICLE 4, within two (2) years and one hundred eighty (180) days after Buyer first has Knowledge of following the fraudulent misrepresentation or intentional Breach, Closing Date; and (ii) any Breach of a representation covenant or warranty set forth in Sections 3.15 obligation to be performed and complied with prior to the Closing Date, unless within two (Taxes2) or 3.22 (Environmental Matters), which claim may be made until years and one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of following the Closing Date, Buyer notifies Seller of a claim specifying in accordance with SECTION 9.9 or SECTION 9.10. Seller shall have no liability for indemnification or reimbursement (x) under SECTION 9.2 not based upon any representation or warranty, (y) under SECTION 9.4, or (z) with respect to any covenant or obligation to be performed and complied with after the factual basis Closing Date, unless notice is given to Sellers in accordance with SECTION 9.9 or SECTION 9.10 prior to the expiration of the claim in reasonable detail periods ("NOTICE PERIODS") set forth below: (A) For SECTION 9.2 (i.e., indemnity claims not based on a breach of any representation or warranty), (B) for SECTION 9.4 or (C) for indemnity claims with respect to any covenant to be performed and complied with after the extent then known by BuyerClosing Date, the Notice Period shall commence on the Closing Date and continue until 60 days after the applicable statute of limitations. (b) If the Closing occurs, Buyer shall will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date or (ii) a representation or warrantyDate, unless if within thirty-six on or before two (362) months of years and one hundred eighty (180) days following the Closing Date, Seller notifies Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Notwithstanding Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date10.1, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or any covenant or obligation to be performed or and complied with prior to the Closing Date or (ii) a representation or warrantyDate, unless if within thirty-six (36) months of the Closing Date, Seller notifies Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers prior to the second (2nd) anniversary of the Closing Date. Notwithstanding Section 10.1, Sellers will have no liability (for indemnification or otherwise) with respect to any representation or warranty, or any covenant or obligation to be performed and complied with hereunder, unless Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer prior to the dates specified below: (a) A claim in respect of the representations and warranties set forth in Sections 3.2(a) (Authority; No Conflict), 3.3 (Capitalization), 11.4(b) (Sellers' Representatives) or a claim in respect of fraud, can be asserted indefinitely; (b) A claim in respect of the representations and warranties set forth in Section 3.9 (Taxes) must be asserted prior to the expiration of the respective limitation periods contained in the IRC, or applicable state revenue code or statute, respectively, and any other legislation affecting Taxes; (c) A claim in respect of the representation and warranties set forth in 3.17 (Environmental Matters) or pursuant to Section 10.2(c) or Section 11.5 must be asserted prior to the seventh (7th) anniversary of the Closing Date; (d) A claim in respect of the representation and warranties set forth in 3.19(b) (Labor Relations; Compliance) or pursuant to Section 10.2(d) must be asserted prior to the third (3rd) anniversary of the Closing Date, except that a claim in respect of Xxxxx X. Xxxxx v. Bakers Pride, SDHR Case No.10114359, EEOC Charge No. 16GA700232; and any litigation that might arise out of or in connection with a claim filed by Xxxxx Xxxxxxxx against Bakers Pride with the State Division of Human Rights, State of New York, must be asserted prior to the fifth (5th) anniversary of the Closing Date; (e) A claim in respect of the representation and warranties set forth in Section 3.7 (Condition of Assets) must be asserted prior to expiration of 120 days after the Closing Date; and (f) A claim in respect of all representation and warranties not listed in Sections 10.4(a) through (e) must be asserted prior to the second (2nd) anniversary of the Closing Date.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breachoccurs, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall Sellers will have no liability (under for indemnification or otherwise) with respect to any Breach of to: (i) a any representation or warranty unless notice is given to the Sellers' Representative prior to the expiration of the following periods: (A) for the Fundamental Warranties, four (4) years after the Closing Date; (B) for the representations and warranties set forth in Section 4.11, until 60 days following the expiration of all applicable statute of limitations; (C) for all other representations and warranties until eighteen (18) months after the Closing Date, (ii) any covenant or obligation obligation, other than under this Section 11, to be performed or and complied with by PMH or Sellers prior to or after the Closing Date unless Purchaser notifies Sellers' Representative on or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months before the second anniversary of the Closing Date; or (iii) indemnifiable matters under the following clauses of Section 11.2 and under Section 11.3, Buyer notifies Seller of a claim specifying unless notice is given to the factual basis Sellers' Representative prior to the expiration of the claim in reasonable detail to periods ("Notice Periods") set forth below: (A) For Section 11.2(g), the extent then known by BuyerNotice Period shall continue for four (4) years after the Closing Date; (B) For Sections 11.2(e), 11.2(f) and 11.2(h), there shall be no time limitation; and (C) For Section 11.3, the Notice Period shall run until 60 days after the expiration of all applicable statute of limitations. The parties hereby expressly waive Purchaser's obligations pursuant to, and the application of, art. 201 of the Swiss Code of Obligations. (b) Buyer shall If the Closing occurs, Purchaser will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date unless, on or (ii) a representation or warranty, unless if within thirty-six (36) months before the first anniversary of the Closing Date, Seller the Sellers' Representative notifies Buyer Purchaser of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers. (c) If the Closing does not occur, Sellers and Purchaser will have liability under Section 11.2 or 11.4, respectively, only if notice is given to the other party(s) within one year after this Agreement has been terminated. (d) The Indemnifying Party's obligations to indemnify for any matter notice of which is given within the applicable notice period will continue thereafter until satisfied.

Time Limitations. 10.5.1 If the Closing occurs, (ai) Except Sellers will have no liability (for indemnification or oxxxxxxxe) under Sections 10.2.1, 10.2.2 or 10.2.3 with respect to any claim for Damages representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, other than those in Sections 3.3 and 3.10 as set forth in this Agreement and as renewed as of the Closing Date, unless on or before eighteen (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (3618) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge notifies Sellers of a claim specifying the fraudulent misrepresentation or intentional Breach, factual basis of that claim in reasonable detail to the extent then known by Buyer; (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall Sellers will have no liability (under for indemnification or otherwise) with respect to any Breach Seller Environmental Claim, including, but not limited to, Breaches of the representations and warranties contained in Section 3.18, unless on or before three (3) years after the Closing Date Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; (iii) a claim under Sections 10.2.1 or 10.2.2 with respect to the representations and warranties contained in any or all of Sections 3.3 or 3.10, a claim under Sections 10.2.5, 10.2.6, or 10.4 or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. 10.5.2 If the Closing occurs, (i) Buyer will have no liability (for indemnification or otherwise) under Sections 10.3.1 or 10.3.2 with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, unless on or before eighteen (18) months after the Closing Date Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers; (ii) Buyer will have no liability (for indemnification or otherwise) under Section 10.3.3, including, but not limited to, a Breach of Buyer's obligations under Section 6.3.1, unless on or before five (5) years after the Closing Date Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers; (iii) a claim under Sections 10.3.4 or a claim not based on any representation or warranty, or covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyermay be made at any time. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. If the Closing occurs, AFC will have no liability for indemnification with respect to: (a) Except with respect any representation or warranty contained in Article III (other than the representations and warranties contained in Sections 3.4 (Capitalization and Stock Ownership), 3.6 (Title to Assets and Related matters), 3.12 (Taxes) and 3.14 (Benefit Plans)) unless on or before the first anniversary of the Closing Date, Buyer notifies AFC of a claim based upon a breach of any such representation and warranty; (b) the obligations under Section 10.2(a)(x), unless on or before the third anniversary of the Closing Date, Buyer notifies AFC of a claim for Damages based upon any offer or sale of a franchise contemplated thereby; (c) the obligations under indemnification Sections 10.2(a) (xi), unless on or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until before the longer earlier of (A) thirty-six (36) months after the fifth anniversary of the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liabilitybasis for such claim, Buyer notifies AFC of a claim based upon such offer or sale of a franchise contemplated thereby; and (iiid) the representations and warranties contained in Sections 3.12 and 3.14 unless Buyer notifies AFC of a claim based upon a breach of any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after such representation and warranty prior to the expiration of the applicable statute of limitations with respect to the underlying liability, basis for such claim. A claim based upon the breach of any other representation and warranty of AFC contained in this Agreement or (iv) based upon the breach by AFC of any Retained Liability, which claim covenant or agreement to be performed by it hereunder may be made until the longer of (A) thirty-six (36) months after brought at any time. If the Closing Date or (B) one hundred eighty (180) days after occurs, Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall will have no liability (under for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)Date, unless if within thirty-six (36) months on or before the first anniversary of the Closing Date, AFC notifies Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerAFC. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. No party shall have any liability (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from for a breach of any representation, warranty or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), under this Agreement unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of such party is given notice asserting a claim with respect thereto and specifying the factual basis of the claim and extent of the Damages in reasonable detail detail, to the extent then known by Buyer. or available, on or before the expiration of twelve (b12) Buyer months after the Closing Date (the “Indemnity Expiration Date”), except that (i) there shall have be no liability (time limit for any claim for indemnification or otherwise) made by the Seller against the Purchaser with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or matters set forth in Section 10.10, (ii) any claim (x) for breach of the representations of Holdings in Section 8.13 (for the avoidance of doubt, excluding any matters set forth on Schedule 8.13), (y) under Section 10.9 and (z) under Section 11.1(a)(iv) (clauses (x), (y) and (z), the “Tax Matters”) shall survive until sixty (60) days following the expiration of the statute of limitations applicable to the Tax matter at issue, (iii) there shall be no time limit for any claim for a representation or warrantybreach by the Seller under Section 10.17 (Employee Stay Bonuses), unless if within thirty-six (36iv) months any claim by the Purchaser under Section 11.1(a)(ii) for a breach of the representations of Holdings in Section 8.21 (Environmental) shall survive until the second anniversary of the Closing Date, Seller notifies Buyer (v) there shall be no time limit for any claim by the Purchaser under Section 11.1(a)(i) for breach of a claim specifying the factual basis representations of the Seller in Section 7.1 (Title and Ownership of Shares) and Section 7.2 (Authority) and (vi) there shall be no time limit for any claim by the Purchaser under Section 11.1(a)(ii) for breach of representations of Holdings in reasonable detail Sections 8.1(a) (Organization), 8.2 (Capitalization), 8.3 (Authority) and 8.23 (No Brokers or Finders) (such representations referred to in clauses (v) and (vi) of this Section 11.2(a) are collectively referred to as the extent then known by Seller“Fundamental Representations”).

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation The right of Buyer to indemnification under Section 9.2 will apply only to those claims for indemnification which are given pursuant to this Agreement on or willful breach or any criminal liability, which claim may be made until before the longer of respective dates set forth below: (A) thirty-six (36Any claim for indemnification under Section 9.2(a)(i) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge relating to any breach of the fraudulent misrepresentation representations and warranties set forth in Sections 3.1(x) or intentional Breach, 3.3 (ii) to the extent any Breach of a such representation or and warranty set forth in Section 3.3 relates to compliance with the Code), or any claim for indemnification under Sections 3.15 9.2(a)(iv), (Taxesv), (vi), (vii), (viii) or 3.22 (Environmental Matters), which claim may ix) will be made until one hundred eighty (180) on or before 90 days after the expiration of the applicable statute of limitations (and any extensions thereof) applicable to any claim arising in connection with respect any breach of any such representations and warranties or the subject of such indemnity. (B) No time limit will apply to the underlying liabilityany right to indemnification under Section 9.2(a)(i) relating to any breach of any representation or warranty contained in Sections 3.1(a), (b) or (c), subsections (i), (ii) or part (A) of (iii) any of Section 3.1(e) or Section 3.1(k)(ii) (each such section or subsection, as the case may be, an “Unlimited Section” and collectively, the “Unlimited Sections”), Section 9.2(a)(iii), Section 9.2(a)(viii) or Section 9.2(a)(ix). (C) Any claim for Damages indemnification under Section 11.3, which claim may be made until one hundred eighty (1809.2(a)(i) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect relating to any Breach breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a any representation or warranty set forth in any subsection of Sections 3.1 or 3.3 (other than those or portion thereof) not referred to elsewhere in Sections 3.15 (Taxesthis Section 9.3(a)(i) or 3.22 under Section 9.2(a)(ii) will be made on or before the date that is 18 months following the Closing Date. (Environmental Matters), unless if within thirty-six (36D) months Any claim for indemnification under Section 9.2(b) will be made on or before the fifth anniversary of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (bii) Buyer shall have no liability (Any claims for indemnification under Section 9.1 for any breach of any representation or otherwisewarranty set forth in Article IV will be made on or before the date that is 18 months following the Closing Date. (iii) Notwithstanding the foregoing, if a claim for indemnification under Sections 9.1 or 9.2 is made in a timely manner, the subsequent expiration of the survival period, if any, of the corresponding representation or warranty or right of indemnification will not affect the rights and obligations of the indemnified and indemnifying parties thereunder with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellersuch claim.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall will have no liability Liability (under for indemnification or otherwise) with respect to any Breach a claim under Section 8.02(a) of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty this Agreement (other than those in Sections 3.15 Section 4.25 of this Agreement, as to which a claim may be made through the applicable statute of limitations, and Section 4.15, as to which a claim may be made through the statute of limitations applicable to actions by the Internal Revenue Service or any other Governmental Authority as to Taxes (Taxes) but only insofar as such Taxes relate to Seller's operations on or 3.22 (Environmental Mattersprior to the Closing Date), unless if within thirty-plus six (36) months months, unless, on or before the 18 month anniversary of the Closing Date, Buyer notifies Seller of a such claim specifying the factual basis thereof in reasonable detail, including the amount of the claim in reasonable detail asserted Liability, to the extent then known by Buyer, in which case such claim is subject to the other provisions of this Article VIII. (b) Buyer shall will have no liability Liability (for indemnification or otherwise) with respect to a claim under Section 8.03(a) of this Agreement (other than those in Sections 5.05 of this Agreement, as to which a claim may be made through the applicable statute of limitations, and 7.01 of this Agreement, as to which a claim may be made through the applicable statute of limitations applicable to actions by the Internal Revenue Service, the Department of Labor or any Breach other Governmental Authority with respect to matters for which Buyer is responsible under Section 7.01 of (i) a covenant this Agreement), unless, on or obligation to be performed or complied with prior to before the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months 18 month anniversary of the Closing Date, Seller notifies Buyer of a such claim specifying the factual basis thereof in reasonable detail, including the amount of the claim in reasonable detail asserted Liability, to the extent then known by Seller, in which case such claim is subject to the other provisions of this Article VIII. (c) Notwithstanding anything to the contrary herein, with respect to any specific representation, warranty, covenant, obligation or agreement under which a party has made a claim for indemnification hereunder and as to which such claim has not been completely and finally resolved prior to the expiration of the applicable time period above, such representation or warranty shall survive for the period of time beyond such time period sufficient to resolve, completely and finally, the claim relating to such representation or warranty.

Time Limitations. If the Closing occurs, Kremxx xxxl have Liability (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from witx xxxxect to any breach by Kremer, EOF or connected with: FBK of (i) fraudulent misrepresentation a covenant or willful breach obligation to be performex xx xomplied with prior to the Closing under either this Agreement or any criminal liabilitythe FBK Purchase Agreement, or (ii) a representation or warranty under this Agreement or the FBK Purchase Agreement (other than those in Sections 0, 0, 0, 0, 0, 0, 0, or 0, of this Agreement or the FBK Purchase Agreement as to which a claim may be made until at any time before the longer expiration of sixty (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (18060) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days from and after the expiration of the applicable statute of limitations with respect relating to the underlying liabilityclaim), only if on or before the period ending five hundred forty (iii540) days from and after the Closing Date, TLC notifies Kremer of a claim specifying the factual basis of the claim in rexxxxxxle detail to the extent then known by TLC. If the time for performance of any claim for Damages covenant under Section 11.3this Agreement or the FBK Purchase Agreement extends beyond the period extending five hundred forty (540) days from and after the Closing Date, which a claim may be made until within one hundred eighty days (180) days after from the expiration of the applicable statute date of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer performance of (A) thirty-six (36) months after such covenant. If the Closing Date or occurs, TLC will have Liability (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under for indemnification or otherwise) with respect to any Breach breach by TLC of (i) a covenant or obligation to be performed or complied with prior to the Closing Date under this Agreement or the FBK Purchase Agreement or (ii) a representation or warranty under this Agreement or the FBK Purchase Agreement (other than those that set forth in Sections 3.15 Section 0, 0or 0 of this Agreement or the FBK Purchase Agreement as to which a claim may be made at any time before the expiration of sixty (Taxes60) or 3.22 (Environmental Mattersdays from and after the expiration of the applicable statute of limitations relating to the underlying claim), unless only if within thirty-six on or before the period ending five hundred forty (36540) months of days from and after the Closing Date, Buyer EOF or Kremer notifies Seller TLC of a claim specifying the factual basis of the claim thx xxxxm in reasonable detail to the extent then known by Buyer. EOF or Kremer as applicable. If the time for performance of any covenant xxxxx this Agreement or the FBK Purchase Agreement extends beyond the period extending five hundred forty (b540) Buyer days from and after the Closing Date, a claim may be made within one hundred eighty days (180) from the expiration of the date of performance. EOF, FBK and Kremer shall have no liability (Liability in respect of any claim if such clxxx xxuld not have arisen but for indemnification a change in legislation or otherwise) with respect to any Breach of (i) a covenant accounting policies as pronounced by the Financial Accounting Standards Board or obligation to be performed or complied with prior to the Accounting Principles Board made after the Closing Date or (ii) a change in the interpretation of the law as determined by any court of competent jurisdiction or pursuant to an administrative rule making decision of a Governmental Body after the Closing Date. EOF, FBK and Kremer shall have no Liability in respect of any of their represexxxxxxns or warranties set forth in Section 3 of this Agreement to the extent that any TLC representative specifically referenced in the definition of Knowledge was provided prior to Closing with written documentation that contained information which provided such TLC representative with Knowledge of a breach of a representation or warrantywarranty of EOF, unless if within thirty-six (36) months FBK or Kremer. Nothing in this Section 9 shall limit or restrict TXX'x xeneral obligation under the governing law to mitigate any loss or damage which it may incur in consequence of any matter giving rise to a potential claim under this Agreement. The amount of any Damages otherwise payable to a TLC Indemnified Person shall be net of any tax benefits for any TLC Indemnified Person as a result of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail Damages and any insurance proceeds paid to the extent then known by Sellerany TLC Indemnified Person under any applicable insurance policy.

Time Limitations. (a) Except If the Closing occurs, Sellers shall have no liability with respect to any claim for Damages (under indemnification indemnification, reimbursement or otherwise) arising from or connected withotherwise based upon: (i) fraudulent misrepresentation any representation or willful breach warranty (other than claims for indemnification or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of reimbursement based upon a representation or warranty set forth in Sections 3.15 (Taxes3.1(a), 3.2(a), 3.3, 3.10, 3.11, 3.17, 3A.1, 3A.2, 3A.3, 3A.4 or 3A.6) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to or as a condition of the Closing Date unless Buyer notifies Sellers’ Representative of such claim on or before the first (1st) anniversary of the Closing Date; (ii) a representation or warranty in Section 3.17 unless Buyer notifies Sellers’ Representative of such claim on or before the second (other than those in Sections 3.15 (Taxes2nd) or 3.22 (Environmental Matters), unless if within thirty-six (36) months anniversary of the Closing Date, ; (iii) any representation or warranty in Sections 3.10 or 3.11 unless Buyer notifies Seller Sellers’ Representative of a such claim specifying on or before expiration of the applicable statute of limitation with respect to such claim; or (iv) any representation or warranty in Sections 3.1(a), 3.2(a), 3.3, 3A.1, 3A.2, 3A.3, 3A.4 or 3A.6 or any covenant or obligation to be performed and complied with after the Closing unless Buyer at any time notifies Sellers’ Representative of such claim; provided, however, that with respect to each such claim, Buyer’s notification to Sellers’ Representative of such claim shall be in writing and shall specify the factual basis of the claim thereof in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer shall will have no liability (for indemnification or otherwise) with respect to any Breach of based upon (i) any representation or warranty (other than claims for indemnification or reimbursement based upon a representation or warranty in Sections 4.1, 4.2(a) or 4.3) or covenant or obligation to be performed or and complied with prior to the Closing Date or (ii) a representation or warrantyDate, unless if within thirty-six Sellers’ Representative notifies Buyer of such claim on or before the first (361st) months anniversary of the Closing Date, Seller or (ii) any covenant or obligation to be performed and complied with after the Closing or any representation or warranty in Sections 4.1, 4.2(a) or 4.3 unless Sellers’ Representative at any time notifies Buyer of a such claim; provided, however, that with respect to each such claim, Sellers’ Representative’s notification to Buyer of such claim specifying shall be in writing and shall specify the factual basis of the claim thereof in reasonable detail to the extent then known by SellerSellers’ Representative.

Time Limitations. (ai) Except with respect to as otherwise provided in Clause (ii) of this Paragraph 14.2(f), the "Applicable Limitations Period" within which any claim for Damages indemnification may be brought by Buyer or any other members of the Buyer Group under this Section 14 shall be the one (1) year period ending on the first anniversary of the Closing Date, after which no claims of material breach of any representations or warranties of Sellers under this Agreement or of HSI under the Asset Purchase Agreement or for indemnification for any Buyer Liabilities that may have arisen therefrom may be brought by Buyer or otherwiseany other member of the Buyer Group against any of the Sellers. (ii) arising from or connected with: Notwithstanding Clause (i) fraudulent misrepresentation of this Paragraph 14.2(f), the "Applicable Limitations Period" for claims for indemnification arising from a material breach of any of the Share Ownership, Capitalization or willful Tax Representations or of the representations or warranties of the Sellers contained in Paragraphs 5.14(c) and 5.14(d) hereof (the "ERISA Representations"), or the HSI Tax Representations or the HSI ERISA Representations contained in Paragraphs 4.18(c) and 4.18(d) of the HSI Agreement, shall be a period of time equal to the statutory limitations period that would apply to the facts or circumstance that gave rise to such material breach of any such Representation; and no claims of material breach of any such Representations or for indemnification of Buyer Liabilities that may have arisen out of any such material breach may be brought by Buyer or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge other member of the fraudulent misrepresentation or intentional Breach, (ii) Buyer Group against any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days the Sellers after the expiration of the Applicable Limitations Period that would, under applicable statute statute, apply to such breach. (For example, if the Tax Representations were to be breached due to a failure of limitations with respect Mercy to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration have fully paid all of the applicable statute of limitations with respect to the underlying liability, or (iv) state franchise taxes due by it for any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with period prior to the Closing Date or (ii) and the statutory limitations period during which a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months claim might be brought against Mercy for such failure by state taxing authorities would expire on the second anniversary of the Closing Date, Buyer notifies Seller of a claim specifying then, the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) Applicable Limitations Period with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to such breach also would expire on that same date, rather than on the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months first anniversary of the Closing Date. To be effective, Seller notifies any claim for indemnification by any member of the Buyer Group must be made by a written notice (a "Notice of Claim") to the Sellers, given in accordance with the provisions of Section 16.1 hereof, accompanied by documentation supporting the claim, by no later than the expiration of the Applicable Limitation Period set forth above in this Paragraph 14.2(f). If the member of the Buyer Group asserting any such claim for indemnification hereunder has made such a claim specifying prior to the factual basis expiration of the claim in reasonable detail Applicable Limitations Period, then, subject to the extent then known Deductible and the applicable Liability Ceiling in this Subsection 14.2, such member of the Buyer Group shall be entitled to recover the full amount of the Buyer Liabilities incurred by Sellerit even if that amount is not finally determined until after such expiration.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liabilityoccurs, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of the matters described in clauses (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) of Section 10.2(a) (other than with respect to (x) the representations and warranties in Sections 4.2 and 4.16 as provided below, (y) any covenant, agreement or obligation contained in this Agreement to be performed by Seller following the Closing, and (z) any willful misconduct that results in a representation or breach of any representation, warranty, unless if within thirtycovenant, agreement or obligation by Seller, as to which the time limitations set forth herein shall not apply) unless, on or before the date that is the 19-six (36) months month anniversary of the Closing Date, Purchaser notifies Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Purchaser. A claim with respect to representations and warranties in Section 4.2, or with respect to any covenant, agreement or obligation contained in this Agreement to be performed by Seller following the Closing or with respect to any of the McKesson Obligations may be made at any time without any time limitation; a claim with respect to the representations and warranties in Section 4.16 may be made at any time prior to the date that is the seventh anniversary of the Closing Date. Any claim relating to a breach, alleged breach or non-performance of Seller's obligations set forth in Section 6.17, including, without limitation, Seller's obligations under Section 10.2(a)(iii), shall not be limited in time for any reason whatsoever, including, without limitation, by reason of the fact that a breach of one or more representations and warranties hereunder may have occurred as a result of the same facts and circumstances. (b) If the Closing occurs, Purchaser will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (i) or (ii) of Section 10.3 (other than with respect to any covenant, agreement or obligation contained in this Agreement to be performed by Purchaser following the Closing) unless, on or before the 19-month anniversary of the Closing Date, Seller notifies Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Seller. A claim with respect to Purchaser's obligations under clause (iii) of Section 10.3 shall not be limited in time for any reason whatsoever.

Time Limitations. (a) Except with respect Subject to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental MattersSection 9.4(b), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller Indemnifying Party shall have no liability (under indemnification or otherwise) with respect to any Breach Indemnitee for any Loss arising from any Claim (including any Third Party Claim) relating to a breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a any representation or warranty (other than those contained in Sections 3.15 (Taxes) this Agreement or 3.22 (Environmental Matters), any Other Agreement unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim Indemnitee gives written notice to the Indemnifying Party specifying in reasonable detail the factual basis of the claim in Claim and a reasonable detail to estimate of the extent then known by Buyeramount thereof on or before that date which is two years after the Closing Date. (b) Buyer shall have no liability Despite the provisions of Section 9.4(a), (for indemnification or otherwisei) notice with respect to Claims relating to Section 4.1 (Incorporation and Organization), Section 4.5 (Authorized, Issued and Outstanding Capital) or Section 4.7 (Corporate Authorization) may be given at any Breach of (i) a covenant or obligation to be performed or complied with prior to time after the Closing Date or without limitation as to time; and (ii) notice with respect to Claims relating to Section 4.12 (Tax Matters) arising in or in respect of a representation particular period ending on or warrantybefore the Closing Date may be given at any time after Closing and before a period of 90 days has elapsed after the relevant Tax authorities shall no longer be entitled to assess liability for any Taxes against the Corporation or any of the Subsidiaries for that particular period, unless if within thirty-six (36) months having regard, without limitation, to any waivers given by the Corporation or any of the Subsidiaries in respect of any taxation year. All covenants and obligations contained in this Agreement or any Other Agreement, which, by their terms, contemplate performance after the Closing Date, Seller notifies Buyer shall survive in accordance with their terms, and notice with respect to Claims relating to such covenants and obligations shall be given within 90 days of the expiration of such terms. (c) For greater certainty, if the Indemnitee has not given notice, in the manner and within the time periods prescribed in Sections 9.4(a) and 9.4(b), to the Indemnifying Party of an alleged Loss arising from any Claim relating to a breach of any representation or warranty contained in this Agreement or any Other Agreement, the Indemnifying Party will have no financial obligation to the Indemnitee in respect of such breach. (d) The Indemnitee will give any notice required pursuant to Sections 9.4(a) or 9.4(b) to the Indemnifying Party reasonably promptly after the Indemnitee determines that it has a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerfor indemnity under this Article IX.

Time Limitations. (a) Except with respect as otherwise specifically provided in Sections 7.5(b) and 7.5(c), the Sellers will have no Liability to any claim for Damages (under indemnification the Purchaser Indemnitees under, or otherwise) arising from or connected in connection with: (i) fraudulent misrepresentation or willful breach , this Agreement or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation Related Agreements or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect Contemplated Transactions pursuant to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters7.2(a), unless if within thirty-six (36) months of on or before September 30, 2001, the Closing Date, Buyer notifies Seller Representatives are given written notice from a Purchaser Indemnitee of a bona fide indemnity claim specifying the factual basis of the that claim in reasonable detail (a "Claim Notice"); provided, however, that with respect to any such claim for which a Claim Notice has been given to the extent then known by BuyerSeller Representatives on or before September 30, 2001, the Sellers' Liability to the 61 70 Purchaser Indemnitees for such claim shall survive without limitation as to time until such claim is resolved. (b) Buyer shall Notwithstanding the provisions of Section 7.5(a), the Sellers will have no liability Liability to the Purchaser Indemnitees under, or in connection with, any claims made pursuant to Section 7.4, unless before the end of the thirty (30) day period immediately following the expiration of the applicable tax statute of limitations, the Seller Representatives are given a Claim Notice for indemnification or otherwise) a claim arising under Section 7.4 (a "Tax Claim"); provided, however, that with respect to any Breach such Tax Claim for which a Claim Notice has been given to the Seller Representatives prior to the end of the thirty (30) day period immediately following the expiration of the applicable tax statute of limitations, the Sellers' Liability to the Purchaser Indemnitees for such Tax Claim shall survive without limitation as to time until such claim is resolved. The term "applicable tax statute of limitations," as used in this Section 7.5(b), means, with respect to any particular type of Tax, a period of time equal to the applicable statute of limitations established pursuant to any Legal Requirement pertaining to such Tax. (c) Notwithstanding the provisions of Section 7.5(a), the limitations set forth in Section 7.5(a) shall not apply to any claims which are made by any Purchaser Indemnitee pursuant to Section 7.2(a) to the extent that such claims are (i) based upon a covenant Breach of any of the representations or obligation to be performed warranties set forth in Sections 3.2, 3.6(a)(i), 3.18(b)(i), 3.18(b)(v) or complied with prior to the Closing Date 3.18(c) or (ii) a representation or warranty, unless if within thirty-six (36) months attributable to the fraud of any of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by SellerSellers.

Time Limitations. (a) Except with respect Seller and Venturi shall be liable to any claim Buyer and its Related Persons for Damages (under indemnification or otherwise) arising from or connected with: claims based upon (i) fraudulent misrepresentation any representation or willful breach warranty (other than claims for indemnification or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of reimbursement based upon a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters3.1(b), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability3.2(a)(ii), (iii) 3.2(b)(i), 3.3(a), 3.10 or 3.20), any claim for Damages obligation under Section 11.3, which claim may be made until one hundred eighty (18010.2(d) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) and any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to as a condition of the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 claims based upon the 55- covenants and obligations to be performed and complied with under Section 5.11 and the indemnification obligation under clause (Taxesc) of Section 10.2) if Buyer notifies Seller of such a claim on or 3.22 before the date that is one (Environmental Matters), unless if within thirty-six (361) months of year after the Closing Date, (ii) any representation or warranty in Section 3.10 if Buyer notifies Seller of such a claim on or before expiration of any applicable statute of limitation with respect to such claim, and (iii) any representation or warranty in Sections 3.1(b), 3.2(a)(ii), 3.2(b)(i), 3.3(a) and 3.20 and any covenant or obligation under Section 5.11 and any indemnification obligation under clause (c) of Section 10.2 if Buyer at any time notifies Seller of such a claim, in each case specifying the factual basis of the claim thereof in reasonable detail to the extent then known by Buyer. Buyer will make Commercially Reasonable Efforts to promptly notify Seller of claims based upon clause (ii) or clause (iii) above; provided, however, any failure to so promptly notify Seller shall not relieve Seller or Venturi of their obligation to pay Damages to Indemnified Persons with respect thereto. (b) Buyer shall have no liability be liable to Venturi, Seller and their Related Persons for claims based upon (i) any representation or warranty (other than claims for indemnification or otherwisereimbursement based upon a representation or warranty in Sections 4.1 or 4.2) and with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to as a condition of the Closing Date (other than claims based upon the covenants and obligations to be performed and complied with under Sections 6.4, 6.5 and 6.6) if Seller notifies Buyer of such a claim on or before the date that is one (ii1) a representation or warranty, unless if within thirty-six (36) months of year after the Closing Date, and (ii) any representation or warranty in Sections 4.1 and 4.2 and any covenant or obligation in Sections 6.4, 6.5 and 6.6 if Seller at any time notifies Buyer of such a claim claim, in each case specifying the factual basis of the claim thereof in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except with respect Subject to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental MattersSection 5.4(b), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) Purchaser for any Loss arising from any Claim relating to a breach of any representation or warranty (by the Seller contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other than those document delivered or given pursuant to this Agreement unless the Purchaser gives notice to the Seller specifying in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying reasonable detail the factual basis of the claim in Claim and a reasonable detail to estimate of the extent then known by Buyeramount thereof on or before that date which is two (2) years after the Closing Date. (b) Buyer Despite the provisions of Section 5.4(a): (i) notice with respect to Claims relating to Section 3.1(a) (Incorporation of the Seller.), Section 3.1(b) (Authorization of Transaction by Seller.), Section 3.1(c) (Title to Purchased Shares.) and Section 3.1 (e) (No Finders’ Fee.) (collectively, the “Fundamental Representations”) may be given at any time after the Closing Date and prior to the 30th day following the expiration of all applicable statute of limitation periods (including all extensions thereof); (ii) the period to give notice with respect to Claims relating to Section 3.1(d) (Residence of Seller.) and 3.2(j) (Tax Matters.) shall be the date which is sixty (60) days following the expiration of the period during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties under applicable Tax Legislation in respect of any taxation year to which such representations and warranties extend could be issued (after giving effect to any extensions or waivers thereof), except in the case of claims for fraud, in which case, such representations and warranties shall not terminate and shall survive indefinitely; provided, any representation or warranty in respect of which indemnity may be sought under this Article 5, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 5.4 if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time. (c) The Purchaser and Parent shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) Seller for any Loss arising from any Claim relating to a breach of any representation or warrantywarranty contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim gives notice to the Purchaser or Parent specifying in reasonable detail the factual basis of the claim Claim and a reasonable estimate of the amount thereof on or before that date which is two (2) years after the Closing Date. (d) The covenants of each Party in reasonable detail to this Agreement shall survive the extent then known by SellerClosing and, notwithstanding such Closing, shall continue in full force and effect for the benefit of the other Party in accordance with the terms hereof.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall will have no liability (under for indemnification or otherwisepursuant to Section 10.2(i) with respect to (A) any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty of Seller (other than those in Sections 3.15 3.1 (Organization and Good Standing), 3.2(a) (Authority), 3.3 (Capitalization), 3.10 (Taxes) or 3.22 ), 3.11 (Employee Matters), 3.17 (Environmental Matters), 3.18 (Intellectual Property), 3.20 (Relationships with Related Persons), 3.23 (Subsidiaries), and 3.24 (Regulatory Status)) unless if within thirty-six (36B) on or before eighteen (18) months of from the Closing Date, Buyer notifies Seller of a claim under this Article X (a “Claim”) specifying the factual basis of the claim such Claim in reasonable detail to the extent then known by Buyer. A Claim with respect to Sections 3.10 (Taxes), 3.11 (Employee Matters), 3.12 (Compliance with Legal Requirements) and 3.18 (Intellectual Property) may be made at any time prior to thirty days following the expiration of the applicable statute of limitations (including extensions thereof as a result of valid waivers). A Claim with respect to Section 3.17 (Environmental Matters) may be made at any time prior to the seventh (7th) anniversary of the date hereof. A Claim with respect to Sections 3.1 (Organization and Good Standing), 3.2(a) (Authority), 3.3 (Capitalization), 3.23 (Subsidiaries), 3.24 (Regulatory Status) or Section 10.2(iii), or a Claim for indemnification or reimbursement based upon any covenant or obligation of Seller or Parent to be performed and complied with after Closing may be made at any time. The foregoing notwithstanding, claims against the Major Maintenance Indemnity Amount may be made at any time within twelve (12) months of the date of the Escrow Agreement in accordance with the terms of Section 12.15. (b) Buyer shall will have no liability (for indemnification or otherwise) pursuant to this Article X with respect to (A) any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warrantywarranty of Buyer (other than those in Sections 4.1 (Organization and Good Standing), 4.2 (Authority; No Conflict) and 4.3 (Investment Intent)) unless if within thirty-six (36B) on or before twelve (12) months of from the Closing Date, Seller notifies notify Buyer of a claim Claim specifying the factual basis of the claim such Claim in reasonable detail to the extent then known by Seller. A Claim with respect to 4.1 (Organization and Good Standing), 4.2 (Authority; No Conflict) and 4.3 (Investment Intent), or a Claim for indemnification or reimbursement based upon any covenant or obligation of Buyer or any Company to be performed and complied with after Closing may be made at any time. (c) Seller acknowledges that Buyer has had limited time to conduct its investigation of the Companies and that Buyer’s right to indemnification and reimbursement or any other remedy based upon Seller’s representations, warranties, covenants and other obligations of Seller shall not be affected by such investigation conducted with respect to the Companies or the Assets or any knowledge acquired (or capable of being acquired) at any time, whether before or after execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. Buyer shall not be charged with, or assumed to possess, prior to the Closing Date any Knowledge of Seller in respect of the Companies and the Assets, including any Knowledge of Key Employees prior to the Closing Date. (d) No Acquired Entity of any Company shall have any liability to Seller or any Related Person of any Seller (for indemnification, contribution or otherwise) following Closing with respect to any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date. Effective upon the Closing, Seller shall waive any and all rights to indemnification or contribution from any Company or its Subsidiaries and release each Company and its Subsidiaries from any and all Claims based on indemnification or contribution with respect any Claim for Damages by any Seller Indemnified Person arising, directly or indirectly, from or in connection with (a) any breach of any representation or warranty made by such Company in this Agreement or in any certificate delivered by such Company pursuant to this Agreement, (b) any breach by such Company of any covenant or obligation of such Company in this Agreement required to be performed prior to the Closing, (c) any power produced and sold by, or any other services provided by, such Acquired Entity prior to the Closing Date or (d) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with such Acquired Entity (or any Person acting on its behalf).

Time Limitations. (a) Except The Evolent Indemnified Persons shall have no right to recover any amounts under Section 9.2(a), unless on or before the date that is fifteen (15) months following the Closing Date, Evolent notifies the Securityholders’ Representative in writing of a claim or breach under Section 9.2(a) specifying, to the extent then known by Evolent, the factual basis of that claim or breach in reasonable detail; provided, however, that any written notice of any claim or breach with respect to any Fundamental Representation (other than Section 3.7(Taxes)), or a claim for Damages (under indemnification or otherwise) reimbursement to the extent not arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liabilityunder Sections 9.2(a), which claim may be made by Evolent until such time that it is not permissible to bring such claim pursuant to applicable Legal Requirements (it being understood that such claims survive indefinitely to the maximum extent permitted by applicable Legal Requirements); and, provided further, that claims under Section 9.2(b) for any covenants or obligations of Valence Parent or the Securityholders’ Representative contained in this Agreement or any Valence Closing Document that by their nature are required to be performed by or prior to the Closing shall survive until the longer of date that is twelve (A) thirty-six (3612) months after following the Closing Date Date; and, provided further, that any written notice of any claim or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 breach with respect to Section 3.7 (Taxes) or 3.22 (Environmental Matters), which claim Section 9.2(c) may be made until one hundred eighty (180) at any time prior to 60 days after the expiration last day of the applicable statute of limitations period for any claim relating to the Taxes which are the subject of the claim or breach with respect to the underlying liability, Section 3.7(Taxes) or Section 9.2(c) (iiitaking into account any extension or waiver thereof). (b) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller The Securityholders Indemnified Persons shall have no liability (right to recover any amounts under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental MattersSection 9.3(a), unless if within thirty-six on or before the date that is fifteen (3615) months of following the Closing Date, Buyer the Securityholders’ Representative notifies Seller Evolent in writing of a claim specifying the factual basis of the claim in reasonable detail or breach under Section 9.3(a) specifying, to the extent then known by Buyer. (b) Buyer shall have no liability (the Securityholders’ Representative, the factual basis of that claim or breach in reasonable detail; provided, however, that any written notice of any claim or breach with respect to Fundamental Representations, or a claim for indemnification or otherwisereimbursement to the extent not arising under Section 9.3(a), may be made by the Securityholders’ Representative until such time that it is not permissible to bring such claim pursuant to applicable Legal Requirements; and, provided further, that claims under Section 9.3(b) with respect to for any Breach covenants or obligations of (i) a covenant the Evolent Entities contained in this Agreement or obligation any Evolent Closing Document that by their nature are required to be performed by or complied with prior to the Closing Date or shall survive until the date that is twelve (ii) a representation or warranty, unless if within thirty-six (3612) months of following the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except The Sellers shall in no case be liable pursuant to Section 11.1 above, in relation to Losses incurred pursuant to Section 9 which are notified to the Sellers in accordance with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: Section 14 below: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge expiry of the fraudulent misrepresentation or intentional Breach, 30th (iithirtieth) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after Business Day following the expiration of the applicable statute of limitations with respect limitation set forth under the applicable Laws exclusively for Losses incurred due to a breach by the underlying liabilitySellers of the Sellers Warranties set forth under Sections 9.2 (Organization, Standing and Capacity), and 9.3 (Title), 9.5 (Corporate Capital), 9.13 (Social security contribution) and 9.14 (Tax); (ii) after the expiry of the 3rd (third) anniversary of the Closing exclusively for Losses incurred due to a breach by the Sellers of the Sellers Warranties set forth under Section 9.12 (Employment); and (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration expiry of the applicable statute a period of limitations with respect to the underlying liability, or 15 (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36fifteen) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge for Losses incurred due to a breach by the Sellers of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect Sellers Warranties other than those referred to any Breach of in paragraphs (i) a covenant or obligation to be performed or complied with prior to the Closing Date or and (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyerabove. (b) Buyer The Sellers Indemnification Obligations shall have no liability survive the expiration of the time limits respectively set forth under Section 11.4(a) in respect of any actual or alleged breach of the Sellers Warranties to the extent - prior to the expiry of the terms above – such breach constituted the subject matter of a Claim under Section 14 and, in case of a Direct Claim (and, for indemnification or otherwise) with respect to the sake of clarity, excluding any Breach of Third-Party Claim for which this provision shall not apply), (i) a covenant or obligation to be performed or complied with prior caused to the Closing Date Buyer and/or any of the NGG Group Company a monetary Loss indemnifiable pursuant to this Agreement or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerdid not cause any of such indemnifiable monetary Loss, the Buyer started a proceeding against the Seller(s) pursuant to Section 16.10 below within 6 (six) months following the relevant Claim. In such cases, the relevant Sellers Indemnification Obligations for Direct Claims shall last until a final resolution on any such actual or alleged breach is reached and the relevant amount of the Sellers Indemnification Obligations (if any) is duly paid.

Time Limitations. (a) Except Sellers shall have no Liability under Section 9.2(a)(ii) (solely with respect to any those covenants, obligations and agreements to be performed at or prior to the Closing), Section 9.2(b)(i) (other than with respect to the Company Excluded Representations), or Section 9.2(b)(ii) (solely with respect to those covenants, obligations and agreements to be performed at or prior to the Closing) unless on or before the eighteen (18) month anniversary of the Closing Date, Buyer notifies the Sellers’ Representative in writing of a claim for Damages or potential claim with respect thereto specifying the factual basis of such claim or potential claim in reasonable detail to the extent then known by Buyer. Sellers shall have no Liability under Section 9.2(a)(ii) (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liabilitysolely with respect to those covenants, which claim may obligations and agreements to be made until the longer of (A) thirty-six (36) months performed after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental MattersClosing), which claim may Section 9.2(b)(i) (solely with respect to the Company Regulatory Representations), or Section 9.2(b)(ii) (solely with respect to those covenants, obligations and agreements to be made until one hundred eighty performed after the Closing) unless on or before the date that is thirty (18030) days after the expiration of the applicable statute of limitations (including extensions or waivers thereof), Buyer notifies the Sellers’ Representative in writing of a claim or potential claim with respect thereto specifying the factual basis of such claim or potential claim in reasonable detail to the extent then known by Buyer. Any claim or potential claim with respect to Section 9.2(a)(i), Section 9.2(b)(i) (solely with respect to the underlying liabilityCompany Fundamental Representations), Section 9.2(b)(iii), Section 9.2(b)(iv), Section 9.2(b)(v), Section 9.2(b)(vi), or Section 9.2(b)(vii) shall survive indefinitely. (iiib) any claim for Damages Buyer shall have no Liability under Section 11.39.3(a) (other than with respect to the Buyer Fundamental Representations) or Section 9.3(b) (solely with respect to those covenants, which obligations and agreements to be performed at or prior to the Closing), unless on or before the eighteen (18) month anniversary of the Closing Date, the Sellers’ Representative notifies Buyer in writing of a claim may or potential claim with respect thereto specifying the factual basis of such claim or potential claim in reasonable detail to the extent then known by Sellers. Buyer shall have no Liability under Section 9.3(b) (solely with respect to those covenants, obligations and agreements to be made until one hundred eighty performed after the Closing), unless on or before the date that is thirty (18030) days after the expiration of the applicable statute of limitations with respect to (including extensions or waivers thereof), the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Sellers’ Representative notifies Buyer first has Knowledge of the existence in writing of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) potential claim with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim thereto specifying the factual basis of the such claim or potential claim in reasonable detail to the extent then known by BuyerSellers. Any claim or potential claim with respect to Section 9.3(a) (solely with respect to the Buyer Fundamental Representations) or Section 9.3(c) shall survive indefinitely. (bc) Buyer shall have no liability (for indemnification Upon the giving of notice as contemplated by Section 9.4(a) or otherwise) Section 9.4(b), as applicable, the Indemnified Person’s rights with respect to any Breach the claim or potential claim specified in such notice shall survive the time at which such claim or potential claim would otherwise terminate pursuant to this Agreement (regardless of (i) when the Damages in respect of such claim or potential claim are actually incurred), and such Indemnified Person shall be entitled to commence a covenant or obligation to be performed or complied with prior Proceeding subsequent to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months applicable survival date for the enforcement of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellersuch Indemnified Person’s rights under this Article IX.

Time Limitations. (a) Except For purposes of this Agreement, a Buyer Indemnified Party may only assert a claim for indemnification during the applicable period of time (the “Buyer Claims Period”) specified as follows: (i) with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer out of (A) thirtythe breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or in any other agreement or instrument executed and delivered by Seller pursuant hereto relating to (1) Seller's authority or ability to enter into this Agreement, to execute and deliver the Seller Closing Documents and to consummate the Contemplated Transactions, (2) Seller's title to the Assets being sold by it pursuant hereto and its ability to transfer the same to Buyer free and clear of all claims, encumbrances or liens, (3) any tax-six related matter, or (364) months after the Closing Date Seller’s title to any of the Assets or Seller litigation matters, or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent fraud, willful misrepresentation or intentional Breachwillful misconduct, the Buyer Claims Period will commence on the effective date of this Agreement and continue indefinitely; (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach indemnification claim made under Section 6.4 or pursuant to a breach by Seller of (iany representations and warranties set forth in Section 3.1(ii) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Mattersjj), unless if within thirty-six the Buyer Claims Period will commence on the effective date of this Agreement and continue until the applicable statutes of limitations expires plus 180 days thereafter; and (36iii) months with respect to any other indemnification claim made under Section 6.2 (as applicable), the Buyer Claims Period will commence on the effective date of this Agreement and continue until the second (2nd) anniversary of the Closing Date; provided, Buyer notifies however, that with respect to any such indemnification claim regarding the breach by Seller of a claim specifying any obligation hereunder or under any Seller’s Closing Document that is intended to survive and continue after the factual basis of Closing, the Buyer Claims Period will commence when the claim in reasonable detail to accrues and continue for as long as the extent then known by Buyerapplicable statute of limitations. (b) Buyer shall have no liability (For purposes of this Agreement, a Seller Indemnified Party may only assert a claim for indemnification or otherwiseduring the applicable period of time (the “Seller Claims Period”) specified as follows: (i) with respect to any Breach claim arising out of (iA) a the breach by Buyer of any representation, warranty, covenant or obligation agreement contained in this Agreement or in any other agreement or instrument executed and delivered by any such Buyer pursuant hereto relating to be performed (1) Buyer's authority or complied with prior ability to enter into this Agreement, to execute and deliver the Buyer Closing Date Documents and to consummate the Contemplated Transactions, (2) any tax-related matter, or (B) any fraud, willful misrepresentation or willful misconduct, the Seller Claims Period will commence on the effective date of this Agreement and continue indefinitely; (ii) a representation or warrantywith respect to any indemnification claim made under Section 6.5, unless if within thirty-six the Seller Claims Period will commence on the effective date of this Agreement and continue until the applicable statutes of limitations expires plus 180 days thereafter; and (36iii) months with respect to any other indemnification claim made under Section 6.3 (as applicable), the Seller Claims Period will commence on the effective date of this Agreement and continue until the second (2nd) anniversary of the Closing Date; provided, however, that with respect to any such indemnification claim regarding the breach by Buyer of any obligation hereunder or under any Buyer Closing Document that is intended to survive and continue after the Closing, the Seller notifies Buyer Claims Period will commence when the claim accrues and continue for as long as the applicable statute of limitations. (c) Notwithstanding the foregoing, if, before 5:00 p.m. Eastern Time, on the last day of the applicable Claims Period, any party hereto has received proper notification in writing of a claim specifying for indemnification from the factual other party, and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the claim in reasonable detail to the extent then known by Sellerterms of this Agreement.

Time Limitations. (a) Except Seller shall have liability under Section 7.1 with respect to any claim for Damages breach of any representation or warranty made by Seller in Article III of this Agreement only if, on or prior to the date that is twelve (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (3612) months after the Closing Date or Date, Purchaser notifies Seller of a claim in respect of such breach, specifying the factual basis of such claim in reasonable detail (B(i) one hundred eighty other than the Tier 2 Fundamental Representations, as to which a claim may be made at any time until the date that is five (1805) days after Buyer first has Knowledge of years following the fraudulent misrepresentation or intentional BreachClosing Date, and (ii) other than the Tier 1 Fundamental Representations or any Breach breach of a representation or warranty set forth in Sections 3.15 (Taxes) resulting from fraud or 3.22 (Environmental Matters)willful misconduct on the part of Seller, as to which a claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) at any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made time until the longer of date that is seven (A7) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of years following the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer). (b) Buyer Purchaser shall have no liability (for indemnification or otherwise) under Section 7.2 with respect to any Breach breach of (i) a covenant any representation or obligation to be performed warranty made by Purchaser in Article IV of this Agreement only if, on or complied with prior to the Closing Date or date that is twelve (ii) a representation or warranty, unless if within thirty-six (3612) months of after the Closing Date, Seller notifies Buyer Purchaser of a claim in respect of such breach, specifying the factual basis of the such claim in reasonable detail (other than Purchaser’s representations and warranties in Section 4.1, Section 4.2, Section 4.3, and Section 4.4 or any breach of a representation or warranty resulting from fraud or willful misconduct on the part of Purchaser, as to which a claim may be made at any time until the date that is seven (7) years following the Closing Date). (c) To the extent not performed, and except as otherwise set forth in this Agreement, the covenants contained in this Agreement shall survive the Closing until the date that is the later of (i) three (3) months after the termination of this Agreement or (ii) the applicable statute of limitations. (d) Notwithstanding the foregoing, any claim for breach of a representation or warranty in respect of which indemnification may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 7.5 until final resolution of such claim in accordance with Article VII and Section 10.8, if applicable, and the full satisfaction of all liabilities and obligations hereunder related to such claim, if written notice of such claim has been given to the extent then known by SellerParty against whom such indemnification may be sought prior to the end of the applicable survival period described in this Section 7.5.

Time Limitations. (a) Except as otherwise specifically provided in Section 7.5(b), Seller will have no Liability (whether liquidated, contingent or otherwise) to the Purchaser Indemnitees under, or in connection with, this Agreement, any of the Related Agreements, or any of the Contemplated Transactions pursuant to this Section 7, unless on or before the expiration of the eighteen (18) month period immediately following the Closing Date, Seller is given written notice from a Purchaser Indemnitee of a bona fide indemnity claim specifying the factual basis of that claim in reasonable detail (a “Claim Notice”); provided, however, that with respect to any such claim for Damages which a Claim Notice has been given to Seller prior to the expiration of such eighteen (under indemnification 18) month period, Seller’s liability to the Purchaser Indemnitees for such claim shall survive without limitation as to time until such claim is resolved. (b) Notwithstanding the provisions of Section 7.5(a), Seller will have no Liability (whether liquidated, contingent or otherwise) arising from to the Purchaser Indemnitees under, or connected in connection with: , any indemnity claims made pursuant to Section 7.4(a) unless before the expiration of the applicable Tax statute of limitations, Seller is given a Claim Notice with respect thereto (ia “Tax Claim”); provided, however, that with respect to any such Tax Claim for which a Claim Notice has been given to Seller prior to the expiration of the applicable Tax statute of limitations, Seller’s liability to the Purchaser Indemnitees for such Tax Claim shall survive without limitation as to time until such claim is resolved. The term “applicable Tax statute of limitations”, as used in this Section 7.5(b), shall mean, with respect to any particular type of Tax, a period of time equal to the applicable statute of limitations established pursuant to any Legal Requirement pertaining to such Tax, without regard to any extension of such statute of limitations. (c) fraudulent misrepresentation Notwithstanding the provisions of Section 7.5(a), Seller will have no Liability (whether liquidated, contingent or willful breach otherwise) to the Purchaser Indemnitees under, or in connection with, any indemnity claims made pursuant to Section 7.2 attributable to a Breach of any of the representations contained in Sections 3.1 (Organization), 3.2 (Capitalization), 3.3 (Authority), 3.6 (Title), and 3.18 (No Brokers or Finders), or the covenants contained in Sections 5.8(g) or 5.8(h), or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation claims by Purchaser for fraud or intentional Breach, misrepresentation (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Mattersthe “Fundamental Representations and Covenants”), which claim may be made until one hundred eighty (180) days after unless on or before the expiration of the applicable statute of limitations with respect to the underlying liabilitylimitations, (iii) any claim Seller is given a Claim Notice for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected under Section 7.2 with respect thereto (a Retained Liability“Fundamental Indemnification Carve-Out Claim”); provided, Seller shall have no liability (under indemnification or otherwise) however, that with respect to any Breach of (i) such Fundamental Indemnification Carve-Out Claim for which a covenant or obligation Claim Notice has been delivered to be performed or complied with Seller prior to the Closing Date or (ii) a representation or warranty (other than those expiration of such applicable statute of limitations, Seller’s liability to the Purchaser Indemnitees for such claim shall survive without limitation as to time until such claim is resolved. The term “applicable statute of limitations”, as used in Sections 3.15 (Taxes) or 3.22 (Environmental Mattersthis Section 7.5(c), unless if within thirty-six (36) months of the Closing Dateshall mean, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any particular Breach or claim, a period of (i) a covenant or obligation to be performed or complied with prior time equal to the Closing Date statute of limitations established pursuant to applicable Legal Requirement pertaining to such Breach or (ii) a representation or warrantyclaim, unless if within thirty-six (36) months without regard to any extension of the Closing Date, Seller notifies Buyer such statute of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerlimitations.

Time Limitations. No Indemnifying Party shall have any liability to any Indemnified Party under or in connection with: (a) Except with respect to a breach of any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation representations, warranties, covenants, or intentional Breachagreements made or to be performed by such Indemnifying Party contained in this Agreement (except as provided in (b) and (c) of this Section 8.7) , (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect unless written notice asserting an Indemnified Cost based thereon is given to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect Indemnifying Party prior to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach later of (i) a the second anniversary of the date on which such covenant or obligation agreement is to be performed or complied with (ii) the ninetieth (90th) day after receipt by Purchaser of its audited financial statements for the first full fiscal year after the Closing if such breach relates to a financial representation, warranty, covenant or agreement of Page One or Sellers; (b) a breach of any representation, warranty, covenant or agreement made or to be performed by Page One and Sellers relating to any Taxes, Returns, or Seller Tax Actions, including without limitation, those representations and warranties made by Page One and the Sellers in Section 3.18, unless written notice asserting an Indemnified Cost based thereon is given to the Indemnifying Party prior to the Closing Date or later (i) the ninetieth (90th) day after the date upon which the liability to which any such Indemnified Cost may relate is barred by all applicable statues of limitation and (ii) the ninetieth (90th) day after the date upon which any claim for refund or credit related to such Indemnified Cost is barred by all applicable statues of limitation; or (c) a representation breach of any representation, warranty, covenant or warranty (other than agreement made or to be performed by Page One and the Sellers contained in this Agreement related to any environmental matters, including without limitation, those representations and warranties made by Page One and the Sellers in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)Section 3.13 which relate to environmental matters, unless if within thirty-six (36) months written notice asserting an Indemnified Cost is given to the Indemnifying Party prior to the fifth anniversary of the Closing DateClosing; PROVIDED HOWEVER, Buyer notifies Seller any liability of a Page One and the Sellers relating to, arising out of, or based upon their representations and warranties set forth in Section 3.4 relating to due authorization and 3.9 relating to title may be asserted at any time, and FURTHER PROVIDED, HOWEVER, any claim for indemnification under this Article 8 which is based on fraud may be asserted at any time. It is specifically understood that any written notice specifying an Indemnified Cost shall describe the factual basis of the damage, loss, claim in reasonable detail or liability to the extent then known by Buyer. (b) Buyer the Indemnified Party; PROVIDED, HOWEVER, the Indemnified Party shall have no not be obligated to detail the amount of such damage, loss, claim or liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior until known to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of Indemnified Party and the Closing Date, Seller notifies Buyer of a claim specifying failure to detail such amount shall not effect the factual basis of the claim in reasonable detail to the extent then known by SellerIndemnified Cost.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breachoccurs, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages Sellers shall have liability under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise11.2(a) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters3.1, 3.2(a), unless 3.2(b), 3.3, 3.11, 3.13, 3.19, or 3.28 (collectively, the “Fundamental Representations”), as to which a claim may be made at any time except as set forth in the immediately succeeding two sentences), Section 11.2(e) and Section 11.2(b) (but only with respect to any Breach of a covenant or obligation in this Agreement to be performed prior to the Closing) only if within thirty-six (36) on or before the date that is eighteen months of after the Closing Date, such claim has arisen and Buyer notifies Seller Sellers’ Representative of a claim such claim, specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Sellers shall have liability under Section 11.3, Section 11.2(b) (with respect to any Breach of a covenant or obligation in this Agreement to be performed after the Closing), Sections 11.2(c), (d) or (e), or Section 11.2(a) with respect to any Breach of a Fundamental Representation, only if on or before the expiration of the applicable statute of limitations such claim has arisen and Buyer notifies Sellers’ Representative of such claim, specifying the factual basis of the claim in reasonable detail to the extent known by Buyer. (b) If the Closing occurs, Buyer shall have no liability (for indemnification or otherwiseunder Section 11.4(a) with respect to any Breach of a representation or warranty (iother than those in Sections 4.1, 4.2, and 4.5, as to which a claim may be made at any time) and under Section 11.4(b) (but only with respect to any Breach of a covenant or obligation to be performed or complied with in this Agreement prior to Closing) only if on or before the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) date that is eighteen months of after the Closing Date, Seller notifies Sellers notify Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by SellerSellers.

Time Limitations. (a) Except Subject to the limitations and other provisions of this Option, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “Buyer Claims Period”) specified as follows: (i) with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer out of (A) thirty-six any breach of, or any inaccuracy in, any representation or warranty contained in Sections 3.1, 3.2, 3.5, 3.6 or 3.9 of this Option, (36B) fraud, willful misrepresentation or willful misconduct, (C) any Retained Liability or any Indebtedness of the Companies outstanding on the Closing Date, (D) any Liability for any Current Litigation Matter, or (E) any Liability resulting from, caused by, or arising in connection with any Excluded Contracts, the Buyer Claims Period will commence on the date of this Option and continue indefinitely; and (ii) with respect to any other indemnification claim (other than any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller contained in Section 8, which are subject only to Section 8) made under Section 7.3, the Buyer Claims Period will commence on the date of this Option and continue until the date that is eighteen (18) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional BreachDate; provided, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)however, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) that with respect to any Breach of (isuch indemnification claim made under Section 7.3(a)(ii) a covenant regarding Seller’s breach of, or failure to perform or comply with, any obligation hereunder or under any related agreement that is intended to be performed or complied with prior to survive and continue after the Closing Date or (ii) a representation or warranty Closing, the Buyer Claims Period will continue for as long as such obligation is outstanding (other than those any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller contained in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)Section 8, unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail which are subject to the extent then known by BuyerSection 8). (b) Buyer shall have no liability (For purposes of this Option, a Seller Indemnified Person may only assert a claim for indemnification or otherwiseunder Section 7.2 during the applicable period of time (the “Seller Claims Period”) commencing on the date of this Option and continuing until the date that is two (2) years after the Closing Date; provided, however, that with respect to any such indemnification claim regarding the Breach by Buyer of (i) a covenant any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Seller Claims Period will continue for as long as such obligation to be performed or complied with prior is outstanding. Notwithstanding anything to the Closing Date or contrary in this Section 7.4, if before 5:00 p.m. (iieastern time) a representation or warranty, unless if within thirty-six (36) months on the last day of the Closing Dateapplicable Buyer Claims Period or Seller Claims Period, Seller notifies Buyer any Party against which an indemnification claim has been made hereunder has been properly notified in writing of a such claim specifying for indemnity hereunder and the factual basis of the thereof, including with reasonable supporting details for such claim in reasonable detail (to the extent then known by Sellerknown), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Option.

Time Limitations. (a) Except for any liability with respect to (i) the representations and warranties set forth in Section 4.5, Section 4.6, Section 4.9, Section 4.18, Section 4.21 and Section 4.22 hereof; (ii) a claim with respect to a breach of any representation or warranty or any covenant, agreement or obligation of the Seller based upon fraud; (iii) the covenants set forth in Section 6.4 and 7.1 hereof; and (iv) the matters subject to Section 8.2(c) and Section 8.2(d) (items (i) through (iv) collectively, the "Extended Period Claims"), the Seller shall have no liability with respect to the matters described in Section 8.2 unless, on or before the date that is the three (3) year anniversary of the Closing Date, the Purchaser notifies the Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Purchaser. Notwithstanding the foregoing, a claim for indemnification by the Purchaser or any other Purchaser Indemnified Person with respect to any Extended Period Claim may be made at any time until ninety (90) days after expiration of the applicable statute of limitations and any extensions thereof. Any claim for indemnification made prior to the applicable time limitation set forth in this Section 8.7(a), if any, shall be permitted notwithstanding the subsequent expiration of such time limitation. (b) Except for any liability with respect to any claim with respect to a breach of any representation, warranty, covenant, agreement or obligation of the Purchaser based upon fraud, the Purchaser shall have no liability with respect to the matters described in Section 8.4 unless, on or before the date that is the three (3) year anniversary of the Closing Date, the Seller or the Seller Indemnified Person notify the Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Seller or the Seller Indemnified Person. Notwithstanding the foregoing, a claim for Damages (under indemnification by the Seller or otherwise) arising from a Seller Indemnified Person with respect to a claim with respect to a breach of any representation, warranty, covenant, agreement or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liabilityobligation of the Purchaser based upon fraud, which claim may be made at any time until the longer of ninety (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (18090) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) and any extension thereof. Any claim for Damages under Section 11.3, which claim may be indemnification made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those time limitation set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Mattersthis Section 8.7(b), unless if within thirty-six (36) months any, shall be permitted notwithstanding the subsequent expiration of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyersuch time limitation. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except For purposes of this Agreement, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7 during the applicable period of time (the “Buyer Claims Period”) specified as follows: (i) with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer out of (A) thirtythe Breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement or in any other agreement or instrument executed and delivered by any such Seller pursuant hereto relating to (1) Seller’s authority or ability to enter into this Agreement, any related agreement and to consummate the Contemplated Transactions, (2) Seller’s title to the Membership Interests of the Company being sold by it pursuant hereto and its ability to transfer the same to Buyer free and clear of all Liens, (3) the Company’s title to the Assets and Properties owned by the Company free and clear of all Liens, or (4) any Tax-six (36) months after the Closing Date or related matter, (B) one hundred eighty fraud, willful misrepresentation or willful misconduct, (180C) days after Buyer first has Knowledge any Current Seller Liability or Retained Liability, (D) any Liability for any Current Litigation Matter or any Liability that is not included on Schedule 2.4 or the Closing Statement, or (E) any indemnification clam made under Section 7.3(b) or pursuant to a Breach by Seller of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty representations and warranties set forth in Sections 3.15 Section 4.25, the Buyer Claims Period will commence on the date of this Agreement and continue indefinitely; and (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwiseii) with respect to any Breach other indemnification claim made under Section 7.3 the Buyer Claims Period will commence on the date of this Agreement and continue until the date that is two (i2) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of years after the Closing Date; provided, Buyer notifies however, that with respect to any such indemnification claim regarding the Breach by Seller of a claim specifying any obligation hereunder or under any related agreement that is intended to survive and continue after the factual basis of Closing, the claim in reasonable detail to the extent then known by BuyerBuyer Claims Period will continue for as long as such obligation is outstanding. (b) Buyer shall have no liability (For purposes of this Agreement, a Seller Indemnified Person may only assert a claim for indemnification or otherwiseunder Section 7.2 during the applicable period of time (the “Seller Claims Period”) commencing on the date of this Agreement and continuing until the date that is two (2)years after the Closing Date; provided, however, that with respect to any such indemnification claim regarding the Breach by Buyer of (i) a covenant any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Seller Claims Period will continue for as long as such obligation to be performed or complied with prior is outstanding. Notwithstanding anything to the Closing Date or contrary in this Section 7.4, if before 5:00 p.m. (iieastern time) a representation or warranty, unless if within thirty-six (36) months on the last day of the Closing Dateapplicable Buyer Claims Period or Seller Claims Period, Seller notifies Buyer any Party against which an indemnification claim has been made hereunder has been properly notified in writing of a such claim specifying for indemnity hereunder and the factual basis of the thereof, including with reasonable supporting details for such claim in reasonable detail (to the extent then known by Sellerknown), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement.

Time Limitations. (ai) Except as otherwise expressly set forth in this Article VI, Sellers will have no liability for indemnification with respect to any claim for Damages Losses unless, on or before the end of the business day which is twenty-four (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (3624)) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of following the Closing Date, Buyer the Purchaser notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyerthe Purchaser; provided, however, that Claims for Losses arising from (a) a breach of the representations and warranties in Sections 3.1 (Existence, Good Standing and Authority), 3.2 (Authority and Notification), 3.3 (Capitalization), 3.4 (Ownership of Interest) and 3.8 (Title to Assets) of this Agreement or any claim for indemnification arising under section 6.3(d) shall survive without limitation; and (b) a breach of the representations and warranties in Section 3.15 (Tax Return and Payments), 3.16 (Liabilities), and 3.19 (Environmental and Health and Safety Materials), Schedule 3.25 (Employee Benefit Plans) shall survive until the expiration of the applicable statute of limitations. The representations and warranties referenced in clauses (a) and (b) above shall be referred to as the "Fundamental Representations". (bii) Buyer shall If the Closing occurs, the Purchaser will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation, warranty, covenant or obligation to be performed under this Agreement unless on or complied with prior to before the Closing Date or end of the day which is eighteen (ii) a representation or warranty, unless if within thirty-six (3618) months of following the Closing Date, Seller notifies Buyer the Sellers notify the Purchaser of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Sellerthe Sellers; provided, however, claims for Losses arising from a breach of representations and warranties in Sections 4.1 (Existence and Good Standing of Purchaser) or 4.2 (Power and Authority) of this Agreement shall survive without limitation. (iii) At the end of the last day of the applicable survival periods set forth above, the parties' respective indemnification obligations under this Agreement shall terminate except with respect to any Claim of which either party has given notice to the other in accordance with the terms of this Agreement and prior to the expiration of the applicable survival period.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breachoccurs, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date Date, other than those in Sections 3.1, 3.2, 3.3, 3.6, 3.11, 3.13, 3.19, 3.20, 3.21, 3.24 and 3.26 unless on or before eighteen (ii) a representation or warranty, unless if within thirty-six (3618) months of from the Closing Date, Seller Date Buyer notifies Buyer Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerBuyer. A claim with respect to Sections 3.11, 3.13, 3.19, 3.20 and 3.21 may be made at any time prior to the expiration of the applicable statute of limitations (including extensions thereof as a result of timely filed waivers). A claim with respect to Sections 3.1, 3.2, 3.3, 3.6, 3.24, and 3.26 or a claim for indemnification or reimbursement not based upon any representation or warranty of Sellers or any covenant or obligation of Sellers to be performed and complied with prior to the Closing Date may be made at any time. (b) If the Closing occurs, Buyer will have no liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, unless on or before eighteen (18) months from the Closing Date Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers. (c) The representations, warranties and covenants of the Company shall not survive the Closing, and the Company will have no liability (for indemnification, contribution or otherwise) thereafter with respect to any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date. Effective upon the Closing, Sellers shall waive any and all rights to indemnification or contribution from the Company and release the Company from any and all claims based on indemnification or contribution with respect any claim for Damages by any Indemnified Person arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by the Company of any covenant or obligation of the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement, (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Company (or any Person acting on its behalf).

Time Limitations. (a) Except For purposes hereof, "Tax Warranties" means all representations, warranties, and covenants in this Agreement that relate or apply to Taxes, directly or indirectly, including those in Section 4.21 or Section 7.3 (Taxes). (b) If the Closing occurs, the Seller shall have liability under Section 11.2(a)(i) with respect to any breach of a representation or warranty, if, and only if, the Purchaser notifies the relevant Seller of a claim, specifying the factual basis of the claim for Damages (under indemnification or otherwise) arising from or connected with: in reasonable detail to the extent known by the Purchaser, within the following time periods: (i) fraudulent misrepresentation or willful in the event of a breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth that is not a Specified Representation and Warranty: on or before the date that is one year after the Closing Date; (ii) in Sections 3.15 (Taxes) the event of a breach of any Tax Warranties, at any time on or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) before the date that is 90 days after the expiration of the applicable statute last of limitations with respect the limitation periods contained in the ITA and any other Applicable Law subsequent to the underlying liabilityexpiration of which an assessment or reassessment or other form or recognized document assessing liability for Tax thereunder for the period ended on the Closing Date cannot be issued to the Acquired Corporation (such period to include any period extended by any agreement, waiver or arrangement with any Governmental Authority); and (iii) in the case of any claim for Damages under Section 11.3other Specified Representation and Warranty, at any time after the Closing Date, and there shall be no time limitation within which a claim may be made until one hundred eighty made. (180c) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of occurs, the existence of a claim arising from or connected with a Retained Liability, Seller Purchaser shall have no liability (under indemnification or otherwiseSection 11.3(a)(i) with respect to any Breach breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 Section 5.1 (Taxes) or 3.22 (Environmental MattersStatus and Authority), unless if within thirty-six Section 5.2 (36) months of Consideration Shares), Section 5.3 (Execution and Binding Obligation), Section 5.4 (No Conflict), Section 5.18 (No Material Adverse Change), and Section 5.19 (Full Disclosure), in each case as to which a claim may be made at any time), if, and only if, on or before the date that is two years after the Closing Date, Buyer the Seller notifies Seller the Purchaser of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyerthe Seller. (bd) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior Notwithstanding anything to the Closing Date contrary contained in this Article 11, in the case of fraud, intentional misrepresentation, or (ii) a representation or warrantywillful misconduct, unless if there shall be no time limitation within thirty-six (36) months of the Closing Date, Seller notifies Buyer of which a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellermay be made.

Time Limitations. (a) Except with respect to a. The Seller Parties will have no indemnification liability for the breach of any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 Article II, unless on or before the date that is eighteen (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (3618) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of following the Closing Date, Buyer notifies the Seller Parties in writing of a claim breach specifying the factual basis of the claim such breach in reasonable detail to the extent then known by Buyer. ; provided, however, that (bi) Buyer shall have no liability (for indemnification or otherwise) any breach notice with respect to any Breach Fundamental Seller Rep may be made by Buyer at any time prior to the later of (ix) a covenant or obligation to be performed or complied with prior to the third (3rd) anniversary of the Closing Date or (y) thirty (30) days following the expiration of the applicable underlying statute of limitations period, and (ii) a any breach notice with respect to any claim for indemnification or reimbursement not based upon any representation or warrantywarranty made by the Seller Parties under Article II may be made at any time until such time that it is not permissible to bring such claim pursuant to Applicable Law. b. Buyer will have no indemnification liability for the breach of any representation or warranty set forth in Article III, unless if within thirty-six on or before the date that is eighteen (3618) months of following the Closing Date, the Seller notifies Parties notify Buyer of a claim breach specifying the factual basis of the claim such breach in reasonable detail to the extent then known by Sellerthe Seller Parties, provided, however, that (i) any breach notice with respect to any Fundamental Buyer Rep, or a claim for indemnification or reimbursement not based upon any representation or warranty made by Buyer under Article III, may be made by the Seller Parties at any time prior to the later of (x) the third (3rd) anniversary of the Closing Date or (y) thirty (30) days following the expiration of the applicable underlying statute of limitations period, and (ii) any breach notice with respect to any claim for indemnification or reimbursement not based upon any representation or warranty made by Buyer under Article III may be made at any time until such time that it is not permissible to bring such claim pursuant to Applicable Law.

Time Limitations. (a) Except with respect to any claim If the Closing occurs, Seller will have no liability (for Damages (under indemnification or otherwise) arising from or connected with: with respect to: (i) fraudulent misrepresentation any representation or willful breach warranty unless notice is given to Seller in accordance with Section 10.10 or any criminal liability, which claim may be made until Section 10.11 prior to the longer expiration of the following periods: (A) thirty-six (36) months after for the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty representations and warranties set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)3.1 through 3.3, which claim may be made until one hundred eighty (180) days 3.12, 3.14, 3.16, 3.20, 3.21 and 3.23 through 3.25 - two years after the Closing Date (B) for the representations and warranties set forth in Sections 3.4 through 3.9, 3.13. 3.17, 3.18 and 3.22 - three years after the Closing Date; (C) for the representations and warranties set forth in Sections 3.10, 3.15, 3.19 and 3.26 - five years after the Closing Date; and (D) for the representations and warranties set forth in Section 3.11 - 60 days following expiration of the applicable statute of limitations with respect to the underlying liabilitylimitations, or (iiiii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to the Closing Date unless on or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months before the fourth anniversary of the Closing Date, Date Buyer notifies Seller of a claim specifying in accordance with Section 10.10 or Section 10.11. Seller shall have no liability for indemnification or reimbursement (x) under Section 10.2 not based upon any representation or warranty, (y) under Section 10.3, 10.4 or 10.5, or (z) with respect to any covenant or obligation to be performed and complied with after the factual basis Closing Date, unless notice is given to Seller in accordance with Section 10.10 or Section 10.11 prior to the expiration of the claim periods (“Notice Periods”) set forth below: (A) For Section 10.3: (I) With respect to any Known Environmental Liabilities, the Notice Period shall continue in reasonable detail perpetuity. (II) With respect to any Environmental, Health and Safety Liabilities that are not Known Environmental Liabilities (the “Unknown Environmental Liabilities”), the Notice Period shall run from the Closing Date until the tenth (10th) anniversary of the Closing Date. Seller shall be required to indemnify the Buyer Indemnified Persons for any Unknown Environmental Liabilities according to the extent then known following schedule: For Unknown Environmental Liabilities notice of which is delivered to Seller prior to the eighth (8th) anniversary of the Closing Date - 100%; for Unknown Environmental Liabilities notice of which is delivered to Seller after the eighth (8th) anniversary, and prior to the ninth (9th) anniversary of the Closing Date - 67%; and for Unknown Environmental Liabilities notice of which is delivered to Seller after the ninth (9th), and prior to the tenth (10th) anniversary of the Closing Date - 33%. Notwithstanding the foregoing provisions of this clause (II): (x) if Seller proves that any Release, act, omission or violation of Environmental Law giving rise to any Unknown Environmental Liability first occurred after the Closing Date, Seller shall have no indemnity obligation under this Agreement with respect to such Unknown Environmental Liability, and (y) with respect to a Release, act, omission or violation of Environmental Law giving rise to an Unknown Environmental Liability that first occurs before the Closing Date, if Seller can prove that an Acquired Company’s acts or omissions after the Closing Date exacerbated the conditions giving rise to such Unknown Environmental Liability, the Seller’s indemnity obligation under Section 10.3 and as limited by Buyerthis Section 10.7(a)(ii)(A)(II) will be reduced in equitable proportion to the respective contribution of Seller (or its Affiliates) and the Acquired Companies to the Unknown Environmental Liability. (B) For Section 10.2 (i.e., indemnity claims not based on a breach of any representation or warranty), 10.4 or 10.5 or for indemnity claims with respect to any covenant to be performed and complied with after the Closing Date, the Notice Period shall commence on the Closing Date and continue until the longer of (y) the fifth anniversary of the Closing Date or (z) 60 days after the applicable statute of limitations. (b) If the Closing occurs, Buyer shall will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date or (ii) a representation or warrantyDate, unless if within thirty-six (36) months on or before fifth anniversary of the Closing Date, Date Seller notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Seller. (c) If the Closing does not occur, Buyer and Seller will have liability under Section 10.6 or 10.2 (as applicable) only if notice is given to the other party within one year after this Agreement has been terminated. (d) The indemnifying party's obligations to indemnify for any matter notice of which is given within the applicable notice period will continue thereafter until satisfied.

Time Limitations. (a) Except with respect Subject to any claim Section 4.2(a), claims for Damages (indemnification made under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim this Article Four may not be made until unless the longer of (A) thirty-six (36) months after claim is asserted in writing by the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after Indemnified Party prior to the expiration of the applicable statute of limitations with respect to the underlying liabilitysurvival period set forth in Section 10.1.; provided, however, that, notwithstanding any shorter period set forth in Section 10.1: (iiia) any claim Fraud Claims and claims for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration breach of the applicable statute of limitations with respect Sellers' obligation to consummate the underlying liabilitytransactions contemplated hereby or any covenant, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant agreement or obligation to be performed or complied with prior to by the Sellers after the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months may be made until barred by applicable statutes of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. limitation; (b) Buyer shall have no liability Corporate Matters Claims may be made until thirty (for indemnification or otherwise30) days after any claims by a third party giving rise to any Corporate Matters Claim are barred by the applicable statutes of limitations, if any; (c) Expense Claims may be made until thirty (30) days after any claims by a third party giving rise to any Expense Claim are barred by the applicable statute of limitations, if any; (d) Employee Claims may be made until thirty (30) days after any claims by a third party giving rise to any Employee Claim are barred by the applicable statute of limitations, if any; (e) Benefits Claims may be made until thirty (30) days after any claims by a third party giving rise to any Benefits Claim are barred by the applicable statute of limitations, if any; (f) Product Claims may be made until thirty (30) days after any claims by a third party giving rise to any Products Claim are barred by the applicable statute of limitations, if any; and (g) claims made with respect to representations in Section 2.15 ("Environmental Claims") may be made until thirty (30) GV: #115336 v7 (2gzs07!.WPD) 42 days after any Breach claims by a third party, including any Governmental Authority, giving rise to any Environmental Claim are barred by the applicable statute of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warrantylimitations, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerany.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liabilityoccurs, Seller shall and Members will have no liability Liability (under for indemnification or otherwise) with respect to any Breach of a: (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (other than those in Sections 2.1, 2.3(b), 10.1(c) through (h), inclusive and Article XIII, as to which a claim may be made at any time) (ii) a representation or warranty (other than those in Sections 3.15 3.2, 3.3, 3.4, 3.10(a) and 3.27, as to which a claim may be made at any time prior to the third (Taxes3rd) or 3.22 (Environmental Mattersanniversary of the Closing Date), unless (iii) representation or warranty (other than those in Sections 3.9, 3.22 and 3.23, as to which a claim may be made at any time prior to the expiration of the applicable statute of limitations for such matters), and (iv) Seller’s and Members’ fraudulent or intentional misrepresentation of any of Seller’s and Members’ representations and warranties (as to which a claim may be made at any time), only if within thirty-six on or before the fifteenth (3615th) months month anniversary of the Closing Date, Buyer notifies Seller or Members of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer shall and TVI will have no liability Liability (for indemnification or otherwise) with respect to any Breach of a: (i) a covenant or obligation to be performed or complied with prior to the Closing Date Date, or (ii) a representation or warrantywarranty (other than those in Sections 4.2, unless 4.3 and 4.5, as to which a claim may be made at any time), only if within thirty-six on or before the fifteenth (3615th) months month anniversary of the Closing Date, Seller notifies or Members notify Buyer and TVI of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by SellerSeller or Members.

Time Limitations. (a) Except with respect Subject to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental MattersSection 9.4(b), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller Indemnifying Party shall have no liability (under indemnification or otherwise) with respect to any Breach Indemnitee for any Loss arising from any Claim (including any Third Party Claim) relating to a breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a any representation or warranty (or of any covenant or other than those obligation contained in Sections 3.15 (Taxes) this Agreement or 3.22 (Environmental Matters), any Other Agreement unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim Indemnitee gives written notice to the Indemnifying Party specifying in reasonable detail the factual basis of the claim in Claim and a reasonable detail to estimate of the extent then known by Buyeramount thereof on or before that date which is two years after the Closing Date. (b) Buyer shall have no liability Despite the provisions of Section 9.4(a), (for indemnification or otherwisei) notice with respect to Claims relating to Section 4.1 (Incorporation and Organization) or Section 4.7 (Corporate Authorization) may be given at any Breach of (i) a covenant or obligation to be performed or complied with prior to time after the Closing Date or without limitation as to time; and (ii) notice with respect to Claims relating to Section 4.16 (Tax Matters) arising in or in respect of a particular period ending on or before the Closing Date may be given at any time after Closing and before a period of 90 days has elapsed after the relevant Tax authorities shall no longer be entitled to assess liability for any Taxes against the Corporation or any of the Subsidiaries for that particular period, having regard, without limitation, to any waivers given by the Corporation or any of the Subsidiaries in respect of any taxation year. (c) For greater certainty, if the Indemnitee has not given notice, in the manner and within the time periods prescribed in Sections 9.4(a) and 9.4(b), to the Indemnifying Party of an alleged Loss arising from any Claim relating to a breach of any representation or warrantywarranty or of any covenant or other obligation contained in this Agreement or any Other Agreement, unless if within thirty-six the Indemnifying Party will have no financial obligation to the Indemnitee in respect of such breach. (36d) months of The Indemnitee will give any notice required pursuant to Sections 9.4(a) or 9.4(b) to the Closing Date, Seller notifies Buyer of Indemnifying Party reasonably promptly after the Indemnitee determines that it has a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerfor indemnity under this Article 9.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liabilityoccurs, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall will have no liability (for indemnification or otherwise) with respect to any Breach of to: (i) a any representation or warranty unless notice is given to Seller in accordance with Section 10.11 or Section 10.12 prior to the expiration of the following periods: (A) for the representations and warranties set forth in Sections 3.1 through 3.3, 3.12, 3.14, 3.16, 3.20, 3.21 and 3.23 through 3.25 - two years after the Closing Date; (B) (B) for the representations and warranties set forth in Sections 3.4 through 3.9, 3.13. 3.17, 3.18 and 3.22 - three years after the Closing Date; (C) for the representations and warranties set forth in Sections 3.10, 3.15, 3.19 and 3.26 - five years after the Closing Date; and (D) for the representations and warranties set forth in Section 3.11 - 60 days following expiration of the applicable statute of limitations, or (ii) any covenant or obligation to be performed or and complied with prior to the Closing Date unless on or before the fourth anniversary of the Closing Date Buyer notifies Seller of a claim in accordance with Section 10.11 or Section 10.12. Seller shall have no liability for indemnification or reimbursement (iix) a under Section 10.2 not based upon any representation or warranty, (y) under Section 10.4, 10.5 or 10.6, or (z) with respect to any covenant or obligation to be performed and complied with after the Closing Date, unless notice is given to Seller in accordance with Section 10.11 or Section 10.12 prior to the expiration of the periods (“Notice Periods”) set forth below: (A) For Section 10.4: (I) With respect to any Known Environmental Liabilities, the Notice Period shall continue in perpetuity. (II) With respect to any Environmental, Health and Safety Liabilities not identified in Schedule 3.15 (“Unknown Environmental Liabilities”), the Notice Period shall run from the Closing Date until the tenth (10th) anniversary of the Closing Date. Seller shall be required to indemnify the Buyer Indemnified Persons for any Unknown Environmental Liabilities according to the following schedule: For Unknown Environmental Liabilities notice of which is delivered to Seller prior to the eighth (8th) anniversary of the Closing Date - 100%; for Unknown Environmental Liabilities notice of which is delivered to Seller after the eighth (8th) anniversary, and prior to the ninth (9th) anniversary of the Closing Date - 67%; and for Unknown Environmental Liabilities notice of which is delivered to Seller after the ninth (9th), and prior to the tenth (10th) anniversary of the Closing Date - 33%. Notwithstanding the foregoing provisions of this clause (II): (x) if within thirty-six (36) months Seller proves that any Release, act, omission or violation of Environmental Law giving rise to any Unknown Environmental Liability first occurred after the Closing Date, Seller notifies Buyer shall have no indemnity obligation under this Agreement with respect to such Unknown Environmental Liability, and (y) with respect to a Release, act, omission or violation of Environmental Law giving rise to an Unknown Environmental Liability that first occurs before the Closing Date, if Seller can prove that an Acquired Company's acts or omissions after the Closing Date exacerbated the conditions giving rise to such Unknown Environmental Liability, the Seller's indemnity obligation under Section 10.4 and as limited by this Section 10.8(a)(ii)(A)(II) will be reduced in equitable proportion to the respective contribution of Seller (or its Affiliates) and the Acquired Companies to the Unknown Environmental Liability. (B) For Section 10.2, except for Section 10.2 (d) and (e) for which there shall be no time limitation, (i.e., indemnity claims not based on a claim specifying breach of any representation or warranty), 10.5 or 10.6 or for indemnity claims with respect to any covenant to be performed and complied with after the factual basis Closing Date, the Notice Period shall commence on the Closing Date and continue until the longer of (y) the fifth anniversary of the claim in reasonable detail to Closing Date or (z) 60 days after the extent then known by Sellerapplicable statute of limitations.

Time Limitations. (a) Except The Buyer Indemnified Persons shall have no right to recover any amounts under Section 6.2(a), unless on or before the first Business Day that is at least fifteen (15) months) after the Closing Date the Buyer notifies the Seller Representative of a claim specifying the factual basis of that claim in reasonable detail to the extent then Known by the Buyer; provided, however, that (i) any claim with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful a breach or any criminal liability, which claim of a Seller Surviving Representation may be made until by the longer of Buyer on or before the first Business Day that is at least thirty (A) thirty-six (3630) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, and (ii) any Breach claim with respect to a breach of a representation Seller Core Representation or warranty any claim for indemnification or reimbursement to the extent not arising under Section 6.2(a) or 6.2(f) (which time limitations are set forth in Sections 3.15 (TaxesSection 6.4(g)) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty by the Buyer at any time prior to thirty (18030) days after following the expiration of the applicable statute of limitations with respect period. (b) The Seller Indemnified Persons shall have no right to the underlying liability, (iii) recover any claim for Damages amounts under Section 11.36.3(a), which claim may be made until one hundred eighty unless on or before the first Business Day that is at least fifteen (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (3615) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to Representative notifies the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known Known by Sellerthe Seller Representative; provided, however, that any claim with respect to any Buyer Core Representation or any claim for indemnification or reimbursement not arising under Section 6.3(a) may be made by the Seller Representative at any time prior to thirty (30) days following the expiration of the applicable statute of limitations period. (c) For purposes of Sections 6.6(a) and (b) above, claims made in good faith in writing and setting forth in reasonable detail the claim prior to the expiration of the applicable survival period, including claims made with respect to actions anticipated in good faith, regardless of whether any action or demand has in fact been commenced, shall be deemed to have been brought prior to the end of the applicable survival period (it being understood that any and all Damages arising after the expiration of the applicable survival period shall be recoverable upon notice properly given prior to the expiration of the applicable survival period in accordance with this Article VI).

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liabilityoccurs, Seller shall and Shareholders will have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1 (“Assets to be Sold”) and 2.4(b) (“Retained Liabilities”) and Articles 10 (“Additional Covenants”) and 12 (“Confidentiality”), as to which a claim may be made at any time) or (ii) a representation or warrantywarranty (other than those relating to the Escrow Exclusions, unless as to which a claim may be made at any time within three (3) years after the Closing Date), only if within thirty-six on or before the date that is eighteen (3618) months after the Closing Date, Buyer notifies Seller and the Shareholders of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12 (“Confidentiality”), as to which a claim may be made at any time) or (ii) any representation or warranty (other than that set forth in Section 4.4 (“Brokers or Finders”), as to which a claim may be made at any time within three (3) years of the Closing Date), only if on or before eighteen (18) months following the Closing Date, Seller or any Shareholder notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by SellerSeller or such Shareholder. (c) The indemnification and reimbursement obligations of Seller and Shareholders set forth in Section 11.3 hereof shall survive the Closing for a period of three (3) years.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liabilityoccurs, Seller shall and Shareholders will have no liability (under indemnification or otherwisefor indemnification) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12) or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.9, 3.14, 3.16, 3.22 (Environmental Mattersand 3.27), unless only if within thirty-six on or before the [***] (36[***]) months anniversary of the Closing Date, Buyer notifies Seller or Shareholders of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any . Any claim of Breach of a covenant, representation or warranty under Section 2.1 (i) a covenant or obligation Assets to be performed Sold) and claims under Section 2.4(b) and Section 11.2(j) (Retained Liabilities) (except for claims brought also as, that could properly be brought as, or complied with prior that, but for the expiration of the specific time periods referred to in this Section 11.6(a), could have been brought as, a Breach of a specific representation and warranty, all of which shall be governed by the Closing Date or other provisions of this Section 11.6(a)), claims under Articles 10 (iiAdditional Covenants) and 12 (Confidentiality), and claims under Sections 3.9 (Title to Assets) and 3.27 (Advisers) may be made at any time; any claim of Breach of a covenant, representation or warrantywarranty under Sections 3.14 (Taxes) and 3.16 (Employee Benefits) may be made at any time until such claim is barred by the applicable statute of limitations. Any claim for Environmental Liabilities brought under, unless if within thirty-six or that could properly be brought under, Section 11.2(j) and/or a claim of Breach of a covenant, representation or warranty under Section 3.22 (36Environmental Matters) months may be made at any time before the [***] ([***]) anniversary of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. Seller will have no Liability (awhether liquidated, contingent or otherwise) Except to the Purchaser Indemnitees under Section 6.02(a) or 6.02(b) unless on or before the expiration of the twelve (12) month period immediately following the Closing Date (the “Purchaser Claim Notice Period”), Seller is given written notice signed by a Purchaser Indemnitee (a “Claim Notice”) (i) stating that such Purchaser Indemnitee has sustained or incurred Damages subject to indemnification under this Article VI (after taking into account the provisions of this Article VI, (ii) specifying the amount of such Damages (or a good faith estimate thereof to the extent not then known) and (iii) specifying in reasonable detail the facts pertinent to such claim(s), the individual items of Damages included in the amount so stated, the date each such item was sustained or incurred, and the nature of the basis for indemnification under this Article VI to which such item is related, including, if applicable, the representation or warranty which has been breached; provided, however, that with respect to any such claim for Damages which a Claim Notice has been given to Seller prior to the expiration of such twelve (under indemnification 12) month period, Seller’s liability to the Purchaser Indemnitees for such claim shall survive without limitation as to time until such claim is resolved. Notwithstanding the foregoing, for claims resulting from fraud on the part of Seller pursuant to Section 6.02(c) or otherwise) arising from or connected withfor breach of warranties contained in Sections 2.01-2.04, and 2.07 (“Specified Representations”), the Purchaser Claim Notice Period shall last until the earlier of: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of twenty four (A) thirty-six (3624) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies date on which all amounts owed to Seller of a claim specifying the factual basis of the claim in reasonable detail pursuant to the extent then known by BuyerPromissory Note have been paid to Seller in full. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall will have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior (other than those in Sections 2.1 and 2.4(b), (v) (except as provided in Section 11.3(b)), (ix), (xi), (xii), and (xv), and Articles 10, 12, and 13, as to which a claim may be made at any time and those in Sections 2.4(b)(iii), (vi), and (vii) as to which a claim may be made during the Closing Date period before the applicable statute of limitations, including extensions thereof, becomes effective to bar claims), or (ii) a representation or warrantywarranty (other than those in Sections 3.9, unless and 3.22 (except for nonfraudulent Breaches as provided in Section 11.3(b)), as to which a claim may be made at any time and Section 3.14, and 3.16, as to which a claim may be made during the period before the applicable statute of limitations, including extensions thereof, becomes effective to bar claims), only if within thirtyon or before January 1, 2005, Buyer notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. Nothing in the preceding sentences shall constitute or be construed as an assumption of any of Seller’s Retained Liabilities by Buyer. Seller’s obligation to indemnify the Buyer Indemnified Parties for Non-six TCE Environmental Conditions in Section 11.3(b) shall expire on the twenty-fifth (3625) months anniversary of the Closing DateDate (the “Non-TCE Survival Period”). Thereafter, the Buyer Indemnified Parties may, subject to Section 11.3(b)(ii), pursue all other remedies for Non-TCE Environmental Conditions, whether statutory, regulatory, common law or otherwise. Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with (other than those in Articles 10, 12, and 13 as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before January 1, 2005, Seller notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except If the Closing occurs, except for any liability with respect to any claim for Damages (under indemnification or otherwisex) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liabilitythe representations and warranties set forth in the fifth, which claim may be made until the longer sixth and seventh sentences of (A) thirty-six (36) months after the Closing Date Section 3.1 and in Sections 3.2, 3.3, 3.4, 3.6, 3.21, 4.1, 4.2 and 4.4 or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (iiy) any Breach act which constitutes fraud that results in a breach of a any representation or warranty or any covenant, agreement or obligation of MANO, MANO I, Manischewitz, their Subsidiaries or any of the Sellers set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)herein, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations Sellers shall have no liability with respect to the underlying liabilitymatters described in Section 9.2 unless, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after on or before the expiration of date that is the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months second anniversary of the Closing Date, Buyer the Purchaser notifies KBMC or any other Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. (b) Buyer the Purchaser. If the Closing occurs, the Sellers shall have no liability (for indemnification or otherwise) under Section 9.2 with respect to any Breach of the representations and warranties set forth in Sections 3.3, 3.4 and 3.21 unless, on or before the date that is the eighteen (i18) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months month anniversary of the Closing Date, the Purchaser notifies KBMC or any other Seller notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Sellerthe Purchaser. Notwithstanding the foregoing, any claim with respect to the representations and warranties set forth in the fifth, sixth and seventh sentences of Section 3.1 and in Sections 3.2, 3.6, 4.1, 4.2 and 4.4 or the matters referred to in clause (y) of this Section 9.6(a) may be made at any time until thirty (30) days after the passage of the applicable statute of limitations, including any extensions and waivers thereof; provided that any such extension or waiver (i) was made by the Sellers with respect to a claim relating to a Pre-Closing Period, (ii) was made by the Purchaser with respect to a claim relating to a Post-Closing Period and (iii) was made by either the Sellers or the Purchaser with respect to a claim relating to a Straddle Period. (b) If the Closing occurs, except for any liability with respect to any covenant, agreement or obligation contained in this Agreement to be performed by the Purchaser following the Closing, the Purchaser shall have no liability with respect to the matters described in Section 9.3 unless, on or before the second anniversary of the Closing Date, KBMC notifies the Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by KBMC. Any claim with respect to a covenant, agreement or obligation contained in this Agreement to be performed by the Purchaser following the Closing may be made at any time until thirty (30) days after the passage of the applicable statute of limitations, including any extensions and waivers thereof; provided that any such extension or waiver (i) was made by the Sellers with respect to a claim relating to a Pre-Closing Period, (ii) was made by the Purchaser with respect to a claim relating to a Post-Closing Period and (iii) was made by either the Sellers or the Purchaser with respect to a claim relating to a Straddle Period.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liabilityoccurs, Seller shall will only have no liability (under for indemnification or otherwise) with respect to any Breach of (i) a covenant this Agreement or obligation to be performed otherwise if Buyer or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies AMCON notify Seller of a claim specifying on or before the Expiration Date (or in the case of a claim under Section 3.12 of this Agreement, notify Seller of a claim on or before the expiration of the applicable statute of limitations period)specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerBuyer and AMCON, other than claims relating to Seller's breach of any of its obligations under ARTICLES 10, 11 or 12 of this Agreement, which claims may be made against Seller until the expiration of Seller's obligations under each section contained in such articles. (b) If the Closing occurs, Buyer shall and AMCON will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant only if on or obligation to be performed or complied with prior to before the Closing Expiration Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller, other than claims relating to Buyer's and/or AMCON's breach of any of their respective obligations contained in ARTICLES 10, 11 or 12 of this Agreement or any of their respective obligations under the Three Year Note, the Ten Year Note, the Security Agreement, the Mortgage or the Guaranty, which claims may be made against Buyer and/or AMCON until the expiration of Buyer's and/or AMCON's respective obligations contained under each such section or such agreement, as the case may be.

Time Limitations. (a) Except with Neither the Seller nor the Seller Parent, as applicable, shall be liable in respect of any Claim unless a Notice specifying (in reasonable detail, to the extent available) the matter(s) which gives rise to the Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof is given by or on behalf of the Purchaser to the Seller or the Seller Parent, as the case may be, as soon as reasonably practicable after the Purchaser becomes aware of the Claim (provided that any claim delay by the Purchaser in giving such Notice after the Purchaser becomes aware of a Claim shall only exculpate the Seller or the Seller Parent, as the case may be, from any liability for Damages (under indemnification or otherwisesuch Claim to the extent such delay increases the Seller’s liability for such Claim) arising from or connected with: and in any event: (i) fraudulent misrepresentation or willful in the case of a claim for breach or any criminal liabilityof Clause 7, which claim may be made until the longer of by no later than nine (A) thirty-six (369) months after from the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge end of the fraudulent misrepresentation or intentional Breach, financial year in which the Completion Date occurs; (ii) any Breach in the case of a representation Fundamental Warranty Claim, Tax Warranty Claim or warranty set forth in Sections 3.15 Tax Covenant Claim, by no later than seven (Taxes7) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after years from the expiration of the applicable statute of limitations with respect to the underlying liability, Completion Date; and (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after in the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence case of a claim arising from Business Warranty Claim, an ABC/Sanctions Warranty Claim or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach Sufficiency of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty Assets Warranty Claim (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Mattersa Tax Warranty Claim), unless if within thirty-six by no later than three (363) months of years from the Closing Completion Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer The Purchaser shall have no liability not be liable in respect of any Counter Covenant Claim unless a Notice specifying (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior in reasonable detail, to the Closing Date extent available) the matter(s) which gives rise to the Claim, the nature of the claim and (if practicable) the amount claimed in respect thereof is given by or on behalf of the Seller to the Purchaser by no later than seven (ii7) a representation years from the Completion Date. (c) Any Claim notified pursuant to Clause 13.2(a) or warrantyClause 13.2(b) shall (if not previously satisfied, settled or withdrawn) be deemed to have been withdrawn unless if legal proceedings in respect of it have been properly issued and validly served within thirty-six (366) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail such Notice being given to the extent then known Seller, the Seller Parent or Purchaser as the case may be (as required by SellerClause 13.2(a) or Clause 13.2(b)) or, in the case of any contingent liability, within six (6) months after such contingent liability becomes an actual liability and is due and payable.

Time Limitations. (a) Except The Buyer Indemnified Persons shall have no right to recover any amounts under Section 8.2(a), unless on or before the fifteen (15) month anniversary of the Closing Date, Buyer notifies the Equityholder in writing of a claim or breach under Section 8.2(a) specifying, to the extent then known by Buyer, the factual basis of that claim or breach in reasonable detail; provided, however, that notwithstanding the foregoing (i) any written notice of any claim or breach with respect to any Fundamental Representations, or a claim for Damages (under indemnification or otherwise) reimbursement to the extent not arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liabilityunder Section 8.2(a), which claim may must be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after by Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) at any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after time prior to the expiration of the applicable statute of limitations period, and (ii) any written notice of any claim or breach with respect any Additional Representations must be made by Buyer on or before the thirty (30) month anniversary of the Closing Date. The Buyer Indemnified Persons shall have no right to recover any amounts under Section 8.2(i), unless on or before the eighteen (18) month anniversary of the Closing Date, Buyer notifies the Equityholder in writing of a claim or breach under Section 8.2(i) specifying, to the extent then known by Buyer, the factual basis of that claim or breach in reasonable detail. (b) The Premier Indemnified Persons shall have no right to recover any amounts under Section 8.3(a), unless on or before the fifteen (15) month anniversary of the Closing Date, the Equityholder notifies Buyer in writing of a claim or breach under Section 8.3(a) specifying, to the extent then known by the Equityholder, the factual basis of that claim or breach in reasonable detail; provided, however, that notwithstanding the foregoing any written notice of any claim or breach with respect to the underlying liabilityany Fundamental Representations, (iii) any or a claim for Damages indemnification or reimbursement to the extent not arising under Section 11.38.3(a), which claim may must be made until one hundred eighty (180) days after by the Equityholder at any time prior to the expiration of the applicable statute of limitations period. (c) Nothing contained herein (including clauses (a) and (b) of Section 8.6) shall limit or restrict any Buyer Indemnified Person’s or any Premier Indemnified Person’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. (d) Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification under Section 8.2 has been delivered to the Premier Parties, or under Section 8.3 has been delivered to Buyer, prior to the applicable time limitation set forth in this Section 8.6, the applicable representations, warranties, covenants and obligations and indemnification obligations related to the claim set forth therein shall continue with respect to the underlying liability, or (iv) any Retained Liability, which such claim may be made until the longer Final Resolution thereof and, if applicable, payment of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the such claim in reasonable detail to accordance with the extent then known by Buyerprovisions of Section 8.9. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. Notwithstanding any other provision of this ---------------- Agreement to the contrary, no Person shall have any obligation to any Indemnified Person pursuant to any of the Transactions Documents or in connection with any of the Transactions unless such Indemnified Person submits a Claim in accordance with Section 11.5 hereof on or prior to the first ------------ anniversary of the Closing Date; provided, however, -------- ------- (ai) Except with respect to any claim Claim arising out of a breach of the representations and warranties contained in Section 3.6 (Tax Matters) ----------- hereof or a breach of the covenants and agreements contained in Section 10.2 (Tax Matters) hereof (each, a "Tax Claim"), no Person ------------ --------- shall have any obligation to any Indemnified Person pursuant to any of the Transactions Documents or in connection with any of the Transactions unless such Indemnified Person submits such Tax Claim in accordance with Section 11.5 hereof on or prior to the second ------------ anniversary of the date on which PAMC files its U.S. federal income Tax Return for Damages all periods ending on or prior to the Closing Date; and (under indemnification ii) with respect to any Claim arising out of a breach of the representations and warranties contained in Section 3.1 (Organization; ----------- Authority and Power of PAMC), Section 3.2 (Non-Contravention; ----------- Consents), or otherwiseSection 3.7 (PAMC Title and Encumbrances) arising from hereof, no ----------- Person shall have any obligation to any Indemnified Person pursuant to any of the Transactions Documents or connected with: (i) fraudulent misrepresentation in connection with any of the Transactions unless such Indemnified Person submits a Claim in accordance with Section 11.5 hereof on or willful breach or any criminal liability, which claim may be made until prior to the longer earlier of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after ------------ the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or and (B) one hundred eighty (180) days after Buyer first has Knowledge the fifth anniversary of the existence Closing Date. For the avoidance of a claim arising from or connected with a Retained Liabilitydoubt, Seller the representations, warranties, covenants, and agreements made by Mesa Wind, ZP-I, and ZP-II shall have no liability (under indemnification or otherwise) not survive beyond the Closing; provided, however, with respect to any Breach Claim for a breach of (i) a covenant any -------- ------- representations or obligation to be performed or complied with prior to warranties in Section 5.3, Section 6.3 and Section 7.3 ----------- ----------- ----------- against the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters)Escrow, unless if within thirty-six (36) months such representations and warranties shall survive until the first anniversary of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) Except Subject to the limitations and other provisions of this Agreement, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7.3 during the applicable period of time (the “Buyer Claims Period”) specified as follows: (i) with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer out of (A) thirty-six any breach of, or any inaccuracy in, any representation or warranty contained in Sections 3.1(a), 3.1(b), 3.1(f), 3.1(g), 4.1, 4.2, 4.4 or 4.6 of this Agreement, (36B) fraud, willful misrepresentation or willful misconduct, (C) any Current Seller Liability, Retained Liability or any Indebtedness of the Companies outstanding on the Closing Date and not reflected on Schedule 2.4, (D) any Liability for any Current Litigation Matter, or (E) any Liability of the Companies resulting from, caused by, or arising in connection with any Excluded Contracts, the Buyer Claims Period will commence on the date of this Agreement and continue indefinitely; (ii) with respect to any claim arising out of any breach of, or any inaccuracy in, any representation or warranty contained in Sections 4.22 or 4.24, the Buyer Claims Period will commence on the date of this Agreement and continue for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days; and (iii) with respect to any other indemnification claim (other than any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller contained in Section 8, which are subject only to Section 8) made under Section 7.3, the Buyer Claims Period will commence on the date of this Agreement and continue until the date that is eighteen (18) months after the Closing Date Date; provided, however, that with respect to any such indemnification claim made under Section 7.3(a)(ii) regarding Seller’s breach of, or failure to perform or comply with, any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Buyer Claims Period will continue for as long as such obligation is outstanding (other than any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Seller contained in Section 8, which are subject to Section 8). (b) Subject to the limitations and other provisions of this Agreement, a Seller Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “Seller Claims Period”) specified as follows: (i) with respect to any claim arising out of (A) any breach of, or any inaccuracy in, any representation or warranty contained in Sections 3.2(a), 3.2(b), 3.1(e), 3.2(g), 3.2(j) or 3.2(k) of this Agreement, or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent fraud, willful misrepresentation or intentional Breachwillful misconduct, the Seller Claims Period will commence on the date of this Agreement and continue indefinitely; (ii) with respect to any Breach claim arising out of a any breach of, or any inaccuracy in, any representation or warranty set forth contained in Sections 3.15 (Taxes) or 3.22 (Environmental MattersSection 3.2(h), which claim may be made until one hundred eighty (180) days after or 3.2(i), the expiration Seller Claims Period will commence on the date of this Agreement and continue for the full period of all applicable statute statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days; and (iii) with respect to the underlying liabilityany other indemnification claim (other than any breach of, (iii) or failure to perform or comply with, any claim for Damages covenant, obligation or agreement of Seller contained in Section 8, which are subject only to Section 8) made under Section 11.37.2, which claim may be made until one hundred eighty (180) days after the expiration Seller Claims Period will commence on the date of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made this Agreement and continue until the longer of date that is eighteen (A) thirty-six (3618) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained LiabilityDate; provided, Seller shall have no liability (under indemnification or otherwise) however, that with respect to any Breach of (isuch indemnification claim made under Section 7.2(b) a covenant regarding Buyer’s breach of, or failure to perform or comply with, any obligation hereunder or under any related agreement that is intended to be performed or complied with prior to survive and continue after the Closing Date or (ii) a representation or warranty Closing, the Seller Claims Period will continue for as long as such obligation is outstanding (other than those any breach of, or failure to perform or comply with, any covenant, obligation or agreement of Buyer contained in Sections 3.15 Section 8, which are subject to Section 8). Notwithstanding anything to the contrary in this Section 7.4, if before 5:00 p.m. (Taxeseastern time) or 3.22 (Environmental Matters), unless if within thirty-six (36) months on the last day of the Closing Dateapplicable Buyer Claims Period or Seller Claims Period, Buyer notifies Seller any Party against which an indemnification claim has been made hereunder has been properly notified in writing of a such claim specifying for indemnity hereunder and the factual basis of the thereof, including with reasonable supporting details for such claim in reasonable detail (to the extent then known by Buyerknown), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, unless if within thirty-six (36) months of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. Indemnitor shall have no liability under clause (a) Except of Section 15.2 with respect to any claim for Damages (under indemnification or otherwise) arising from or connected withto: (ia) fraudulent misrepresentation the breach of any representation or willful breach warranty, other than those set forth in Sections 7.1, 7.2, 7.8, 7.10, 7.13, 7.15, 8.1, 8.2 and 8.4 hereof, unless on or any criminal liability, which claim may be made until the longer of before three (A3) thirty-six (36) months years after the Closing Date or the Indemnitor is given notice asserting an Indemnification Claim with respect thereto, (Bb) one hundred eighty (180) days after Buyer first has Knowledge the breach of the fraudulent misrepresentation or intentional Breachrepresentations and warranties of the Indemnitor contained in Section 7.13 hereof, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after unless notice asserting an Indemnification Claim based thereon is given to the Indemnitor prior to the expiration of the applicable statute of limitations with respect for the assertion of liability against the Purchaser based upon the matters that are the subject of the representations and warranties contained in such Sections, and (c) the breach of the representations and warranties of Indemnitor contained in Section 7.8 unless notice asserting an Indemnification Claim based thereon is given to the underlying liability, Indemnitor on or before the later of ten (iii10) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months years after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge the termination of the existence of a claim arising from or connected with a Retained Liability, Seller Facility Lease. Indemnitor shall have no liability under clause (under indemnification d) of Section 15.2 or otherwiseclause (e) with respect of Section 15.3 unless notice asserting an Indemnification Claim based thereon is given to any Breach the Indemnitor on or before the later of ten (i10) a covenant or obligation to be performed or complied with prior to years after the Closing Date or (ii) the termination of the Facility Lease. An Indemnification Claim based upon a representation or warranty (other than those breach of the representations and warranties set forth in Sections 3.15 (Taxes) 7.1, 7.2, 7.10 and 7.15, as to when Seller is the Indemnitor, or 3.22 (Environmental Matters)in Sections 8.1, unless if within thirty-six (36) months 8.2 and 8.4, as to when Purchaser is the Indemnitor, or based upon the failure of the Closing Date, Buyer notifies Seller of a claim specifying Indemnitor to perform the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation covenants and agreements to be performed by it hereunder, or complied with prior to the Closing Date based upon clauses (c), (e) or (iif) a representation of Section 15.2 hereof or warranty, unless if within thirty-six based upon clauses (36c) months or (d) of the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by SellerSection 15.3 hereof may be made at any time.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of occurs, the fraudulent misrepresentation or intentional Breach, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller Sellers shall have no liability (under indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty (other than those in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), unless if within thirty-six (36) months of the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) Buyer shall have no liability Liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1, 2.4 and 11.1, and Article IX, as to which a claim may be made at any time) or (ii) a representation or warranty, unless only if such Breach occurs within thirty-six eighteen (3618) months of after the Closing Date, Seller Buyer notifies the Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. Notwithstanding the foregoing or anything in this Agreement to the contrary, a claim for indemnification arising under (x) Section 10.2(c) through (e) may be made at anytime prior to six (6) years after the Closing Date or the expiration of the applicable statute of limitations relating to such claim, whichever occurs first, (y) Section 4.2(a) may be made at anytime prior to thirty (30) months after the Closing Date, or (z) Sections 10.2(f), 4.1(g), 4.1(m) or 4.1(q) may be made at anytime. (b) If the Closing occurs, Buyer shall have Liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than in Sections 2.3 and 11.1, and Article IX as to which a claim may be made at any time) or (ii) a representation or warranty, only if such Breach occurs within eighteen (18) months after the Closing Date, the Sellers notify Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Sellerthe Sellers. Notwithstanding the foregoing or anything in this Agreement to the contrary, a claim for indemnification under (x) Section 10.3(c) through (e) may be made at anytime prior to six (6) years after the Closing Date or the expiration of the applicable statute of limitations relating to such claim, whichever occurs first or (y) Sections 10.3(f) or 5.1(d) may be made at anytime.

Time Limitations. (a) Except with respect to any claim for Damages (under indemnification or otherwise) arising from or connected with: (i) fraudulent misrepresentation or willful breach or any criminal liability, which claim may be made until the longer of (A) thirty-six (36) months after If the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the fraudulent misrepresentation or intentional Breachoccurs, (ii) any Breach of a representation or warranty set forth in Sections 3.15 (Taxes) or 3.22 (Environmental Matters), which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, (iii) any claim for Damages under Section 11.3, which claim may be made until one hundred eighty (180) days after the expiration of the applicable statute of limitations with respect to the underlying liability, or (iv) any Retained Liability, which claim may be made until the longer of (A) thirty-six (36) months after the Closing Date or (B) one hundred eighty (180) days after Buyer first has Knowledge of the existence of a claim arising from or connected with a Retained Liability, Seller shall Sellers will have no liability (under indemnification or otherwisepursuant to SECTION 10.2(a) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty warranty, SECTION 10.2(b) (other than those in Sections 3.15 to the extent relating to SECTION 5.4 (TaxesPreservation of and Access to Certain Information and Cooperation After Closing) or 3.22 SECTION 11.5 (Environmental MattersConfidentiality)) with respect to any covenant or obligation, or SECTIONS 10.2(e), unless if within thirty-six (36) on or before that date which is 24 months of after the Closing Date, Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. The foregoing notwithstanding, the aforementioned 24 month period shall instead be five years for the representations and warranties set forth in SECTION 2.3 (Capitalization) and SECTION 2.8 (Employee Benefits), and shall be the length of the applicable statutes of limitation plus six months for the representation and warranty set forth in SECTION 2.6 (Taxes). Claims made pursuant to SECTIONS 10.2(c) AND 10.2(d) shall not be subject to this SECTION 10.4, and the time limitation with respect to claims made pursuant to SECTION 10.2(f) will follow the time limitation for the underlying claim. (b) If the Closing occurs, Buyer shall will have no liability (for indemnification or otherwisepursuant to SECTION 10.3(a) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date or (ii) a representation or warranty, SECTION 10.3(b) (other than to the extent 42 relating to SECTION 5.4 (Preservation of and Access to Certain Information and Cooperation After Closing) or SECTION 11.5 (Confidentiality)) with respect to any covenant or obligation, or SECTION 10.3(d), unless if within thirty-six (36) on or before that date which is 24 months of after the Closing Date, Seller notifies Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers. Claims made pursuant to Section 10.3(c) shall not be subject to this SECTION 10.4, and the time limitation with respect to claims made pursuant to SECTION 10.3(e) will follow the time limitation for the underlying claim.