Common use of Time Limitations Clause in Contracts

Time Limitations. If the Closing occurs, Sellers 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, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. 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 the Indemnification Notification Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. If the First Closing and/or the Second Closing occurs, Sellers the Seller and the Shareholders 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 on or prior to the First Closing Date or the Second Closing Date, respectively, or representations made again as of the First Closing Date or the Second Closing Date, respectively, other than those in Sections 3.32.2, 3A.13.4, 10.2(d)(ii) 3.6, 3.7, 3.10. 3.11 and 10.2(f)3.12, unless on or before two years from the close of business on First Closing Date (or the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred Second Closing Date if the claim relates to herein as the “Indemnification Notification Date”Brunswick Property), Buyer notifies Sellers Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3Sections 2.2, 3A.13.4, 10.2(d)(ii) or 10.2(f)3.6, 3.7. 3. 10, 3.11, or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to 3.12 must be performed and complied with made prior to the Closing Dateexpiration of the applicable statutory period of limitations, may be made at including any timeextensions to such period, and shall thereupon terminate. If the First Closing occurs, except as otherwise provided for in this paragraph, 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 First Closing DateDate (or the Second Closing Date if the Second Closing occurs and the claim relates to the Brunswick Property), unless on or before two years from the Indemnification Notification DateFirst Closing Date (or the Second Closing Date if the claim refers to the Brunswick Property), Sellers notify Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersSeller.

Time Limitations. If the Closing occurs, Sellers 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, (i) unless, with respect to all representations, warranties, covenants or obligations, other than those in Sections 3.3, 3A.13.12, 10.2(d)(ii) 3.20 and 10.2(f)3.26, unless on or before the close second anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Closing Date”), Buyer notifies Sellers Sellers' Representatives of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; and (ii) unless, with respect to representations and warranties in Section 3.12 or Section 3.20, on or before the sooner of the sixth anniversary of the Closing Date or the expiration of the applicable statute of limitations, Buyer notifies Sellers' Representative of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) 3.3 or 10.2(f), 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, 3.26 may be made at any time. 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 the Indemnification Notification second anniversary of 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. Any matter as to which a claim has been asserted by notice to the other party that is pending or unresolved at the end of any applicable limitation period shall continue to be covered notwithstanding the foregoing provisions of this Section 10.5 or any applicable statute of limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.

Time Limitations. The Company 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 Initial Closing Date or the Additional Closing Date, other than those in Sections 2.9 or 2.11, unless on or before the first anniversary of the Additional Closing Date (or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date), Purchaser notifies the Company 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 Sections 2.9 or 2.11 may be brought at any time on or before the fourth anniversary of the Additional Closing Date (or the fourth anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date). If the Initial Closing occursand/or the Additional Closing shall occur, Sellers Purchaser 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 Initial Closing Date or the Additional Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close first anniversary of business on the thirtieth Additional Closing Date (30thor the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer Company notifies Sellers Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. 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 the Indemnification Notification Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersCompany.

Time Limitations. (a) If the Closing occurs, Sellers will have no liability under Sections 10.3 or 10.5, under Section 10.2 except for (for indemnification i) any Breach of any representation or otherwisewarranty in Section 3.11 or (ii) any Year 2000 Claim, or with respect to any 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, 3A.1, 10.2(d)(ii) and 10.2(f), Date unless on or before the close first anniversary of business the Closing Date Buyer notifies Sellers' Representative of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. In addition, Sellers will have no liability with respect to (x) the representations and warranties in Section 3.11 or a claim for indemnification under Section 10.4 unless on or before the thirtieth (30th) day following receipt by Buyer third anniversary of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), 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. A claim with respect to Section 3.3, 3A.1, 10.2(d)(iiBuyer or (y) or 10.2(f), any Year 2000 Claim or a claim for indemnification under Section 10.2(d) unless on or reimbursement not based upon any representation or warranty or any covenant or obligation prior to December 31, 2000 Buyer notifies Sellers' Representative of a Year 2000 Claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer ("Y2K Termination Date"); provided, however, that the Y2K Termination Date shall be performed and complied with the first anniversary of the Closing Date instead of December 31, 2000 if, prior to the Closing Date, may be made at any time. the Company obtains Acceptable Insurance. (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 the Indemnification Notification Date, first anniversary of the date of closing Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. If the Closing occurs, Sellers the Companies and the Owners will have no liability with respect to any representation or warranty (other than those in the first sentence of SECTION 3.02 and SECTIONS 3.13, 3.20, 3.25 AND 3.27), unless on or before the first anniversary of the Closing Date, Purchaser, Lynn ▇▇ Doctor notifies the Sellers' Representative of a claim, specifying the factual basis of that claim in reasonable detail to the extent then known by Purchaser, Lynn ▇▇ Doctor, as the case may be; PROVIDED, HOWEVER, a claim with respect to SECTIONS 3.13, 3.20, 3.25 AND 3.27 may be made by Purchaser, Lynn ▇▇ Doctor at any time prior to the expiration of the applicable statute of limitations, including any extension thereof; and further provided that a claim with respect to the first sentence of SECTION 3.02, or a claim for indemnification or otherwise) reimbursement not based upon any representation or warranty, may be made at any time. If the Closing occurs, Purchaser will have no liability with respect to any 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, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close first anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30Closing Date, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer Sellers' Representative notifies Sellers Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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 timeSellers' Representative. If the Closing occurs, Buyer will Doctor and Lynn ▇▇▇l have no liability (for indemnification or otherwise) with respect to any representation or warranty, warranty (other than a representation or covenant or obligation to be performed and complied with prior to the Closing Date, warranty made by Lynn ▇▇ an Owner) unless on or before the Indemnification Notification first anniversary of the Closing Date, Sellers notify Buyer of the Sellers' Representative or Purchaser, as the case may be, notifies Doctor or Lynn ▇▇ a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Sellers' Representative or Purchaser, as the case may be.

Time Limitations. (a) If the Closing occurs, Sellers Seller Indemnifying Persons will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to (i) any representation claims made under Section 8.2(a) or warranty, or (ii) any claims made under Section 8.2(b) relating to any covenant or obligation to be performed and complied with by Seller Parties on or prior to the Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close of business on date that is eighteen (18) months following the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Closing Date”), Buyer notifies Sellers Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim ; provided, however, that (x) any claims with respect to Sections 2.7, 2.9 and 2.13 made under Section 3.38.2(a), 3A.1or any claims made under Section 8.2(c), 10.2(d)(iimay be made at any time prior to the seventh (7th) or 10.2(f)anniversary of the Closing Date; and (y) any claims with respect to Sections 2.2(a) and 2.3, 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, Date may be made at any time. . (b) If the Closing occurs, Buyer will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to (i) any representation claim made under Section 8.3(a) or warranty, or (ii) any claims made under Section 8.3(b) relating to any covenant or obligation to be performed and complied with by Buyer on or prior to the Closing Date, unless on or before the Indemnification Notification date that is eighteen (18) months following the Closing Date, Sellers notify Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersSeller; provided, however, that any claim for indemnification or reimbursement made under Section 8.3(b) not based upon any covenant or obligation to be performed and complied with prior to the Closing Date may be made at any time.

Time Limitations. If the Closing occurs, Sellers Seller 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, other than those in Sections 3.3, 3A.13.11, 10.2(d)(ii) and 10.2(f)3.20, unless on or before twenty-four (24) months from the close date of business Closing Buyer notifies Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; a claim with respect to Section 3.20, may be made within thirty-six (36) months from the date of Closing and a claim with respect to Section 3.3 and 3.11 may be made at any time prior to the expiration of the applicable statute of limitations. If the Closing occurs, Seller will have no liability (for indemnification under Section 10.2) or otherwise with respect to any matter covered by Section 10.2(c) unless on or before the thirtieth date thirty-six (30th36) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as months after the “Indemnification Notification Date”), 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. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. 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 twenty-four (24) months from the Indemnification Notification Date, Sellers date of Closing Seller notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersSeller provided, however, that a claim by Seller under Section 4.6 may be made at any time prior to the expiration of the applicable statute of limitations.

Time Limitations. (a) If the Closing occurs, the Sellers 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, other than those in Sections 3.33.1(c), 3A.1(f), 10.2(d)(ii(g), (l), (n), (o), (u), (v) and 10.2(f(w), unless on or before the close second anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as Closing Date the “Indemnification Notification Date”), Buyer notifies the Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer. A ; a claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(fSections 3.1(l), (n), (o), (v) and (w) may be made at any time prior to the expiration of the applicable statute of limitations; a claim with respect to Sections 3.1(c), (f), (g) and (u) 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. time indefinitely; provided, however, that the Sellers will have no such liability with respect to any representation or warranty in Section 3.1(o) regarding any Legal Requirement other than the Legal Requirement of a Governmental Body unless, on or before the second anniversary of the Closing Date, the Buyer notifies the Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer; and provided, further, however, that the Sellers will have no such liability under Section 8.2(d) for or under any product warranty made by the Company to any customer with respect to any product shipped or manufactured by the Company prior to the Closing Date unless, on or before the second anniversary of the Closing Date, the Buyer notifies the Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer. (b) If the Closing occurs, the 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 the Indemnification Notification Date, second anniversary of the Closing Date the Sellers notify the Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Sellers.

Time Limitations. (a) If the Closing occurs, Sellers Seller Indemnifying Persons will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to (i) any representation claims made under Section 8.2(a) or warranty, or (ii) any claims made under Section 8.2(b) relating to any covenant or obligation to be performed and complied with by Seller Parties on or prior to the Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close of business on date that is eighteen (18) months following the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Closing Date”), Buyer notifies Sellers the Shareholders’ Committee of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim ; provided, however, that (x) any claims with respect to Sections 2.7, 2.9, 2.13, and 2.23, made under Section 3.38.2(a), 3A.1, 10.2(d)(iior any claims made under Section 8.2(c) or 10.2(f8.2(e), may be made at any time prior to the expiration of the applicable statute of limitations and (y) any claims with respect to Sections 2.2(a), 2.3, 2A.1 and 2A.2, a claim made under Section 8.2(d) or 8.2(f) 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, Date may be made at any time. . (b) If the Closing occurs, Buyer will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to (i) any representation claim made under Section 8.3(a) or warranty, or (ii) any claims made under Section 8.3(b) relating to any covenant or obligation to be performed and complied with by Buyer on or prior to the Closing Date, unless on or before the Indemnification Notification date that is eighteen (18) months following the Closing Date, Sellers notify the Shareholders’ Committee notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers; provided, however, that any claim for indemnification or reimbursement made under Section 8.3(b) not based upon any covenant or obligation to be performed and complied with prior to the Closing Date may be made at any time.

Time Limitations. If the Closing occurs, Sellers The Company 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 Initial Closing Date or the Additional Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f)2.9 or 2.11, unless on or before the close first anniversary of business on the thirtieth Additional Closing Date (30th) day following receipt or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”anniversary date), Buyer Purchaser notifies Sellers the Company of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A Purchaser; a claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) Sections 2.9 or 10.2(f), 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, 2.11 may be made brought at any timetime on or before the fourth anniversary of the Additional Closing Date (or the fourth anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date). If the Initial Closing occursand/or the Additional Closing shall occur, Buyer Purchaser 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 Initial Closing Date or the Additional Closing Date, unless on or before the Indemnification Notification Date, Sellers notify Buyer first anniversary of the Additional Closing Date (or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) the Company notifies Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellersthe Company.

Time Limitations. If the Closing occurs, Sellers the Shareholders 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, (other than those in Sections 3.3SECTIONS 3.01, 3A.13.03, 10.2(d)(ii) 3.15, 3.199 3.239 3.28, 3.299 3.30 and 10.2(f3.31), unless on or before the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as 2000, the “Indemnification Notification Date”), Buyer Purchaser notifies Sellers the Shareholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A the Purchaser; provided, however, a claim with respect to Section 3.3SECTION 3.15 or 3.23 may be made by the Purchaser at any time prior to the expiration of the applicable statute of limitations, 3A.1including any extension thereof, 10.2(d)(ii) provided further that with respect to a claim made in connection with SECTIONS 3.19, 3.28, 3.29, 3.30 or 10.2(f)3.31, 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 DateDate (other than SECTION 9.02(H) if there has not been a Final Settlement of the Medicaid Investigation), the Shareholders will have no liability (for indemnification or otherwise) unless on or before April 30, 2003 the Purchaser notifies the Shareholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Purchaser; and further provided that a claim with respect to SECTIONS 3.01 or 3.03, or SECTION 9.02(H) may be made at any time. If the Closing occurs, Buyer the Purchaser 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 April 30, 2000, Shareholders notify the Indemnification Notification Date, Sellers notify Buyer Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersShareholders, provided, however, that a claim made in connection with SECTION 9.04(c) may be made at any time.

Time Limitations. If the Closing occurs, Sellers will have no liability (for indemnification or otherwise) with respect to any representation or warrantywarranty (other than the representations and warranties contained in Sections 3.7, 3.9, 3.15 and with respect to claims based on intentional misrepresentation or fraud) or covenant or obligation to be performed and complied with prior to the Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f), Date unless on or before the close expiration of business on 21 months after the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Closing Date”), Buyer notifies Sellers Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. 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 the Indemnification Notification expiration of 21 months after the Closing Date, Sellers notify Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersSeller. With respect to claims based on misrepresentations contained in Section 3.7 and relating to matters for which a reserve has been taken as referenced in PART 3.7(e) OF THE DISCLOSURE LETTER, Sellers shall have no liability unless Buyer notifies Sellers of such claim, in the manner specified above, on or before the third anniversary of the Closing Date. With respect to claims based on misrepresentations contained in Section 3.7 and relating to Taxes other than for matters for which a reserve has been taken as referenced in PART 3.7(e) OF THE DISCLOSURE LETTER, Sellers shall have no liability unless Buyer notifies Sellers of such claim, in the manner specified above, no later than six months after the expiration of the applicable statute of limitations (including any extensions thereof). With respect to claims based on misrepresentations contained in Sections 3.9 and 3.15, Sellers shall have no liability unless Buyer notifies Seller of such claim, in the manner specified above, on or before the fifth anniversary of the Closing Date.

Time Limitations. If the Closing occurs, Sellers 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, other than those in Sections 3.3, 3A.1, 10.2(d)(iiSECTION 6 (Capitalization) and 10.2(fSECTION 17 (Tax Matters) of ARTICLE IV, all as incorporated by ARTICLE V, SECTION 1, and ARTICLE V, SECTION 6 (Ownership of Stock), unless on or before the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 3018, 2006) (such date referred to herein as the “Indemnification Notification Date”)1999, Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A ; a claim with respect to Section 3.3SECTION 17 (Tax Matters) of ARTICLE IV, 3A.1as incorporated by ARTICLE V, 10.2(d)(iiSECTION 1, may be made at any time prior to such claim being closed by the applicable statute of limitations; a claim with respect to SECTION 6 (Capitalization) or 10.2(fof ARTICLE IV, as incorporated by ARTICLE V, SECTION 1 and ARTICLE V, SECTION 6 (Ownership of Stock), 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. 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 the Indemnification Notification DateApril 18, 1999, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. 10.5.1 If the Closing occurs, (i) Sellers will have no liability (for indemnification or otherwiseo▇▇▇▇▇▇▇e) under Sections 10.2.1, 10.2.2 or 10.2.3 with respect to any 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, 3A.1, 10.2(d)(ii) 3.3 and 10.2(f)3.10 as set forth in this Agreement and as renewed as of the Closing Date, unless on or before eighteen (18) months after the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), 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. A claim ; (ii) Sellers will have no liability (for indemnification or otherwise) with respect to any Seller Environmental Claim, including, but not limited to, Breaches of the representations and warranties contained in Section 3.33.18, 3A.1unless 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, 10.2(d)(ii) a claim under Sections 10.2.5, 10.2.6, or 10.2(f), 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 Indemnification Notification Date, 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, may be made at any time.

Time Limitations. If the Closing occurs, Sellers will (a) The Buyer Indemnified Persons shall have no liability (for indemnification or otherwise) with respect right to recover any 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, 3A.1, 10.2(d)(ii) and 10.2(famounts under Section 8.2(a), unless on or before the close fifteen (15) month anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Closing Date”), Buyer notifies Sellers the Equityholder in writing of a claim specifying the factual basis of that claim in reasonable detail or breach under Section 8.2(a) specifying, to the extent then known by Buyer. A , 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 Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f)any Fundamental Representations, or a claim for indemnification or reimbursement to the extent not based upon arising under Section 8.2(a), must be made by Buyer at any representation or warranty or any covenant or obligation to be performed and complied with time prior to the Closing Dateexpiration of the applicable statute of limitations period, may and (ii) any written notice of any claim or breach with respect any Additional Representations must be made at any time. If by Buyer on or before the Closing occurs, Buyer will have no liability thirty (for indemnification or otherwise30) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to 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 Indemnification Notification eighteen (18) month anniversary of the Closing Date, Sellers notify Buyer notifies the Equityholder in writing of a claim specifying 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 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 Sellersthe 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 any Fundamental Representations, or a claim for indemnification or reimbursement to the extent not arising under Section 8.3(a), must be made 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 such claim until the Final Resolution thereof and, if applicable, payment of such claim in accordance with the provisions of Section 8.9.

Time Limitations. (a) If the Closing occurs, Sellers Seller Indemnifying Persons will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to (i) any representation claims made under Section 8.2(a) or warranty, or (ii) any claims made under Section 8.2(b) relating to any covenant or obligation to be performed and complied with by Seller Parties on or prior to the Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close of business on date that is eighteen (18) months following the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification 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. A claim ; provided, however, that (x) any claims with respect to Sections 2.7, 2.9, 2.13 and 2.25 made under Section 3.38.2(a), 3A.1or any claims made under Section 8.2(c), 10.2(d)(iimay be made at any time prior to the date that is thirty (30) or 10.2(f)days after the expiration of the statute of limitations applicable to the subject matter thereof to which the claim for indemnification relates; and (y) any claims with respect to Sections 2.2(a) and 2.3, 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, Date may be made at any time. . (b) If the Closing occurs, Buyer will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to (i) any representation claim made under Section 8.3(a) or warranty, or (ii) any claims made under Section 8.3(b) relating to any covenant or obligation to be performed and complied with by Buyer on or prior to the Closing Date, unless on or before the Indemnification Notification date that is eighteen (18) months following 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; provided, however, that any claim for indemnification or reimbursement made under Section 8.3(b) not based upon any covenant or obligation to be performed and complied with prior to the Closing Date may be made at any time.

Time Limitations. (a) If the Closing Date occurs, Sellers SELLER will not have any liability (for indemnification or otherwise) for breach, unless all the following conditions are complied with: (1) the said breach is material and solely attributable to SELLER, (2) the said material breach arises from any covenant or obligation to be performed or complied with by SELLER up to Closing Date, (3) BUYER notifies SELLER in writing of such material breach before the first year anniversary of Closing Date and (4) the said material breach was not previously disclosed by SELLER. The notice must specify the factual basis of the said claim in reasonable detail to the extent known by BUYER. If the liability is related to (i) Tax pertaining to the Purchased Assets or imposed by a Governmental Body arising before the Closing Date or (ii) SELLER’s obligations under the last paragraph of Section 2.03(a) and Section 4.03(c), the time limitation stated in this Section 8.04 shall not apply. For the avoidance of doubt, once Closing Date occurs, SELLER shall not have any liability for any breach of a representation or warranty of SELLER specified in this Agreement, except for those in Paragraphs (f) and (g) of Article 6. (b) Upon the occurrence of Closing Date, BUYER shall have no liability (for indemnification or otherwise) with respect to any representation or warranty, or for breach of (i) a covenant or obligation to be performed and or complied with prior to before the Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(iiDate or (ii) and 10.2(f)a representation or warranty, unless on or before the close first anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but Closing Date, SELLER notifies BUYER in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer notifies Sellers writing of a claim accruing on or before the Closing Date, specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. 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 the Indemnification Notification Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersSELLER.

Time Limitations. If the Closing occurs, Sellers 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, other than those in Sections 3.3, 3A.13.11, 10.2(d)(ii) 3.13, and 10.2(f)3.19, unless on or before the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30December 31, 2006) (such date referred to herein as the “Indemnification Notification Date”)2005, Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A ; a claim with respect to Section 3.3, 3A.13.11, 10.2(d)(ii) 3.13, or 10.2(f)3.19, 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. 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 the Indemnification Notification DateDecember 31, 2005 Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers. Limitations on Amount--Sellers. Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a), clause (b) or, to the extent relating to any failure to perform or comply prior to the Closing Date, clause (c) of Section 10.2 until the total of all Damages with respect to such matters exceeds Ten Thousand US Dollars ($10,000.00), and then only for the amount by which such Damages exceed Ten Thousand US Dollars ($10,000.00). Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clause (d) of Section 10.2 until the total of all Damages with respect to such matters exceeds Ten Thousand US Dollars ($10,000.00), and then only for the amount by which such Damages exceed Ten Thousand US Dollars ($10,000.00). However, this Section 10.6 will not apply to any Breach of any of Sellers' representations and warranties of which either Seller had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by either Seller of any covenant or obligation, and Sellers will be jointly and severally liable for all Damages with respect to such Breaches.

Time Limitations. If Subject to Section 6.8 hereof, the Closing occurs, Sellers Company 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 Initial Closing Date or an Additional Closing Date, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f)as applicable, unless on or before the close first anniversary of business on the thirtieth Additional Closing Date (30th) day following receipt or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”anniversary date), Buyer Purchaser notifies Sellers the Company of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A Purchaser; a claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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, 2.9 may be made brought at any time. time on or before the fourth anniversary of the Additional Closing Date (or the fourth anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) .. If the Initial Closing occursand/or the Additional Closing shall occur, Buyer Purchaser 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 Initial Closing Date or the Additional Closing Date, unless on or before the Indemnification Notification Date, Sellers notify Buyer first anniversary of the Additional Closing Date (or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) the Company notifies Purchaser of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellersthe Company.

Time Limitations. (a) If the Closing occurs, Sellers shall have no liability (for indemnification or otherwise) with respect to: (i) any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date (other than those in Section 3.1, Section 3.2, Section 3.3, the third sentence of Section 3.6, Section 3.11, or Section 3.19) unless on or before the second anniversary of the Closing Date Buyers notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyers; and (ii) the representations and warranties in Section 3.11, 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, unless on or before the date that is sixty days after the applicable statute of limitations period for such matters as determined by Buyers in their sole discretion, Buyers notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyers. A claim with respect to the representations and warranties in Section 3.1, Section 3.2, Section 3.3, the third sentence of Section 3.6, or Section 3.19 may be made at any time by written notice thereof from Buyers to Sellers. (b) If the Closing occurs, Buyers 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, other than those in Sections 3.3, 3A.1, 10.2(d)(ii) and 10.2(f)Section 4.2, unless on or before the close second anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer notifies Closing Date Sellers notify Buyers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by BuyerSeller. A claim with respect to the representations and warranties in Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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, 4.2 may be made at any time. If the Closing occurs, Buyer will have no liability (for indemnification or otherwise) with respect time by written notice thereof from Sellers to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, unless on or before the Indemnification Notification Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by SellersBuyers.

Time Limitations. If the Closing occurs, (a) Sellers will have no liability (for indemnification or otherwise) unless: (i) with respect to any representation or representation, warranty, or covenant or obligation to be performed and complied with prior to the Closing Dateunder this Agreement, other than those in Sections 3.3, 3A.1, 10.2(d)(iiSection 3.9 (Taxes) and 10.2(f)Section 3.17 (Environmental Matters) and claims in respect of Net Pre-Closing Tax Liabilities, unless Buyer notifies the Shareholder Representative of a claim on or before the close first anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer notifies Sellers of a claim Closing Date specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim ; (ii) with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), or a claim for indemnification or reimbursement not based upon any representation or warranty in Section 3.9 (Taxes) and claims in respect of Net Pre-Closing Tax Liabilities, Buyer notifies the Shareholder Representative of a claim on or any covenant or obligation to be performed and complied with prior before the expiration of the applicable statute of limitations specifying the factual basis of that claim in reasonable detail to the Closing Dateextent then known by Buyer; or (iii) with respect to any representation or warranty in Section 3.17 (Environmental Matters), may be made at any time. If Buyer notifies the Shareholder Representative of a claim on or before the date that is thirty-six (36) months after the Closing occurs, Date specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. (b) Buyer will have no liability (for indemnification or otherwise) with respect to any representation or representation, warranty, or covenant or obligation to be performed and complied with prior to agreement under this Agreement unless, on or before the first anniversary of the Closing Date, unless on the Shareholder Representative or before the Indemnification Notification Date, Sellers notify any Seller notifies Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. (a) If the Closing occurs, Sellers will have no liability (for indemnification or otherwiseotherwise pursuant to this Agreement) pursuant to Section 10.2(a) above. If the Closing occurs, Sellers will have no liability (for indemnification or otherwise pursuant to this Agreement, or for claims of negligence in connection with the Contemplated Transactions) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to or as of the Closing Date, other than those in Sections 3.3, 3A.13.11, 10.2(d)(ii) and 10.2(f)3.13, unless on or before the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30March 31, 2006) (such date referred to herein as the “Indemnification Notification Date”), 1999 Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A ; a claim with respect to Section 3.3, 3A.13.11, 10.2(d)(ii) or 10.2(f)3.13, 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 or as of the Closing Date, may be made at any time. If the Closing does not occur, Sellers will have no liability (for indemnification or otherwise, or for claims of negligence in connection with the Contemplated Transactions) with respect to any representation or warranty, or covenant or obligation unless on or (b) If the Closing occurs, Buyer will have no liability (for indemnification or otherwiseotherwise pursuant to this Agreement, or for claims of negligence in connection with the Contemplated Transactions) 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 March 31, 1999 Sellers notify Buyer of a claim specifying the Indemnification Notification Datefactual basis of that claim in reasonable detail to the extent then known by Sellers. If the Closing does not occur, Buyer will have no liability (for indemnification or otherwise, or for claims of negligence in connection with the Contemplated Transactions) with respect to any representation or warranty, or covenant or obligation unless on or before September 30, 1998 Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. If the Closing occurs, Sellers The Indemnitor will have no liability to the Indemnitee under or in connection with: (for a) any Seller Indemnified Claim or RTM Indemnified Claim under this Agreement (other than the matters set forth below in items (b) and (c)) unless written notice asserting an indemnification claim based thereon is given to the Indemnitor prior to the later of (i) the second (2nd) anniversary of the Closing Date or otherwise(ii) with respect to any representation or warranty, or the first (1st) anniversary of the date on which a covenant or obligation agreement is to be performed and complied with hereunder; (b) any Seller Indemnified Claim related to any Taxes unless written notice asserting such an indemnification claim is given prior to the ninetieth (90th) day after the day upon which any potential Tax liability is barred by all applicable statutes of limitation; (c) any Seller Indemnified Claim related to any environmental matters, unless written notice asserting such indemnification claim is given prior to the sixth (6th) anniversary of the Closing Date; provided, other than those in Sections 3.3however, 3A.1the liability of Seller relating to, 10.2(d)(ii) and 10.2(f), unless on arising out of or before the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed covenants, agreements, representations and complied with prior warranties relating to the Closing Datetitle to the Purchased Assets, the due authorization of this Agreement or the Litigation described on SCHEDULE 8.H. may be made asserted by RTM or a Buyer designated by RTM at any time. If the Closing occurs; and, Buyer will have no liability (for indemnification or otherwise) with respect provided, further, as to any representation Company Restaurant which is excluded from the initial Closing Date purchase and sale pursuant to SECTION 2.B. or warrantySECTION 11.C., or covenant or obligation the time periods set forth above shall be tolled until the actual closing date as to be performed and complied with prior to the Closing Date, unless on or before the Indemnification Notification Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellerssuch Company Restaurant(s).

Time Limitations. 9.4.1 If the Closing occurs, Sellers' liability (for indemnification or otherwise) with respect to representations or warranties and with respect to covenants or obligations to be performed and complied with prior to the Closing Date shall be subject to the following limitations: (a) Sellers shall have no liability with respect to any of the representations and warranties set forth in Sections 5.1, 5.4 through 5.10, 5.13, 5.17, 5.18, 5.19, 5.21 through 5.24, 5.26, and 5.27, or with respect to any such covenant or obligations to be performed or complied with prior to the Closing Date, except with respect to any such matter as to which, on or before the first anniversary of the Closing Date, the Crown Parties notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Crown Parties. (b) Sellers shall have no liability with respect to any of the representations and warranties set forth in Sections 5.2, 5.3, 5.11, 5.14, 5.15, 5.16, 5.25, and 5.28, except with respect to any such matter as to which, on or before the third anniversary of the Closing Date, the Crown Parties notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Crown Parties. (c) Sellers shall have no liability with respect to any of the representations and warranties set forth in Sections 5.12 and 5.20, or under Section 9.2.2, except with respect to any such matter as to which, on or before the fifth anniversary of the Closing Date, the Crown Parties notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Crown Parties. 9.4.2 If the Closing occurs, the Crown Parties 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, other than those in Sections 3.3except with respect to any matter as to which, 3A.1, 10.2(d)(ii) and 10.2(f), unless on or before the close third anniversary of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30Closing Date, 2006) (such date referred to herein as Sellers notify the “Indemnification Notification Date”), Buyer notifies Sellers Crown Parties of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by BuyerSellers. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. 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 the Indemnification Notification Date, Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. (a) If the Closing occurs, Sellers Seller will have no liability (for indemnification or otherwise) with respect to any representation or warranty, or Breach of (i) a covenant or obligation to be performed and or complied with prior to the Closing Date, Date (other than those in Sections 3.3, 3A.1, 10.2(d)(ii2.1 and 2.4(b) and 10.2(f)Articles 10 and 12, unless as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Closing Date”), Buyer notifies Sellers Seller of a claim specifying the factual basis of that the claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 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. If the Closing occurs, Buyer Seller will have no liability (for indemnification or otherwise) with respect to any representation Breach of the representations and warranties contained in Section 3.12 or warranty, 3.13 hereof only if on or covenant or obligation to be performed and complied with prior to before five years after the Closing Date, unless on or before the Indemnification Notification Date, Sellers notify Buyer notifies Seller of a claim specifying the factual basis of that the claim in reasonable detail to the extent then known by SellersBuyer. (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, 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 three years after 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, Sellers the Stockholders will have no liability (for indemnification or otherwise) with respect to (a) any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, other than those in Sections 3.32.2, 3A.12.5, 10.2(d)(ii) 2.9, and 10.2(f)2.17, unless on or before the close second anniversary of business the Closing Date, Birch notifies the Stockholders of a claim specifying the factual 27 basis of that claim in reasonable detail to the extent then known by Birch; (b) any representation or warranty in Section 2.5, unless on or before the thirtieth (30th) day following receipt by Buyer expiration of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but the statute of limitation applicable to the Tax or Tax Return in no event beyond April 30question, 2006) (such date referred to herein as Birch notifies the “Indemnification Notification Date”), Buyer notifies Sellers Stockholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by BuyerBirch; and (c) any representation or warranty in Sections 2.9 and 2.17, unless on or before the sixth anniversary of the Closing Date, Birch notifies the Stockholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Birch. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), 2.2 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. If the Closing occurs, Buyer Birch 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 the Indemnification Notification second anniversary of the Closing Date, Sellers the Stockholders notify Buyer Birch of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellersthe Stockholders.