Common use of Limitation as to Time Clause in Contracts

Limitation as to Time. Except as hereinafter provided, no Indemnifying Party shall be liable for any Indemnified Costs pursuant to this Article X relating to or arising out of any breach of a representation or warranty contained in this Agreement unless a written claim for indemnification in accordance with Section 10.3 or 10.4 is given by the Indemnified Party to the Indemnifying Party with respect thereto by 5:00 p.m., Eastern time, on the date of issuance of the first report of Parent's independent auditors on the combined operations of Parent and the Republic following the Effective Date. Notwithstanding anything in this Agreement to the contrary, there shall be no time limitation with respect to claims relating to or arising out of a breach of a covenant or agreement contained in this Agreement.