Common use of Limitation on Actions Clause in Contracts

Limitation on Actions. (a) The representations and warranties of Seller in Article 4 and of Purchaser in Article 5, shall survive the Closing for a period of eighteen (18) months; provided, however, that the Fundamental and Tax Representations and the representations and warranties in Section 5.1, Section 5.2 and Section 5.3 shall survive the Closing and shall continue for the applicable statute of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless otherwise stated herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnities in Section 9.2(a)(ii), Section 9.2(a)(iii) and Section 9.2(b)(ii) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(i) and Section 9.2(b)(i) shall continue without time limit. (c) Seller shall have no liability for any indemnification under Section 9.2(b)(ii) until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser exceeds the Aggregate Indemnity Deductible, and then only to the extent such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(c) shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c). (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability to Purchaser, with respect to Seller’s obligations to indemnify Purchaser under Section 9.2(b)(ii) for any amounts in excess of $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(i).

Limitation on Actions. (a) The Except with respect to Sections 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6, the representations and warranties of Seller set forth in Article 4 5 and the covenants and agreements of Purchaser Seller in Article 5, 8 shall survive the Closing for a period of eighteen (18) months; provideduntil December 30, however2010. Except with respect to Sections 6.1, that the Fundamental 6.2, 6.3, 6.4, and Tax Representations and 6.5, the representations and warranties of Buyer set forth in Section 5.1, Section 5.2 and Section 5.3 Article 6 shall survive the Closing and shall continue for the applicable statute until December 30, 2010. The remainder of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless without time limit except as may otherwise stated be expressly provided herein. Representations, warranties, covenants covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant covenant, or agreement prior to its expiration date. (b) The indemnities in Section 9.2(a)(iiSections 13.2(a)(ii), Section 9.2(a)(iii) 13.2(a)(iii), 13.2(b)(ii), and Section 9.2(b)(ii13.2(b)(iii) shall terminate as of the termination date of each respective representation, warranty, covenant covenant, or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(iSections 13.2(a)(i) and Section 9.2(b)(i13.2(b)(i) shall continue without time limit. (c) Seller No Party shall have no any liability for any indemnification under Section 9.2(b)(iiSections 13.2(a)(ii), 13.2(a)(iii), 13.2(b)(ii) or 13.2(b)(iii) for an individual matter until and unless the amount of the liability for Damages with respect to which such Party admits, or it is otherwise finally determined, that such Party has an obligation to indemnify the other Party pursuant to the terms of one of such subsections exceeds Four Hundred Fifty Thousand Dollars ($450,000) (the "Individual Indemnity Threshold"). Without limiting the foregoing, no Party shall have any liability for any indemnification under Sections 13.2(a)(ii), 13.2(a)(iii), 13.2(b)(ii) or 13.2(b)(iii) until the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser satisfies all of the following clauses exceeds the Aggregate Indemnity Deductible, and then only to the extent such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(c) shall not limit indemnification with respect to $4,500,000: (i) fraud, Claim Notices for such Damages have been delivered by the other Party in accordance with this Agreement; (ii) breaches of such Party admits (or it is otherwise finally determined) that such Party has an obligation to indemnify the Fundamental and Tax Representationsother Party pursuant hereto for such Damages, and (iii) each individual matter related to a Damage claim exceeds the Individual Indemnity Threshold; provided, however, that in no event shall this subsection (c) limit indemnification of Buyer for the Retained Liabilities or indemnification of Seller for the Assumed Liabilities; and provided, further, that, for the purposes of this Article 13, any representation, warranty, or (iv) the indemnities covenant set forth in Section 9.2(b)(i), nor this Agreement which is qualified by materiality or Material Adverse Effect shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c)be deemed not to be so qualified. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser neither Seller nor Buyer shall have no further recourse or remedy against Seller, and Seller shall have no liability to Purchaser, with respect to Seller’s obligations be required to indemnify Purchaser the other Party under Section 9.2(b)(ii) this Article 13 for any amounts aggregate Damages in excess of $734,150ten percent (10%) of the Base Purchase Price; provided, however, that this Section 9.4(d13.5(d) shall not apply to or limit indemnification for the Retained Liabilities, the Assumed Liabilities, or Seller’s liability 's obligations under the special warranty of title in the Assignment and ▇▇▇▇ of Sale. (e) The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 13 shall be reduced by the amount of insurance proceeds realized by the Indemnified Person or its Affiliates with respect to such Damages (inet of any collection costs); provided, however, that no Party shall be required to seek recovery under any policy of insurance as a condition to indemnification hereunder. (f) fraudAs used in this Agreement, the term "Damages" means the amount of any actual liability, loss, cost, expense, claim, award, or judgment incurred or suffered by any Indemnified Person arising out of or resulting from the indemnified matter, whether attributable to personal injury or death, property damage, contract claims, torts, or otherwise, including reasonable fees and expenses of attorneys, consultants, accountants, or other agents and experts reasonably incident to matters indemnified against, and the costs of investigation and/or monitoring of such matters, and the costs of enforcement of the indemnity; provided, however, that "Damages" shall not include any adjustment for Taxes that may be assessed on payments under this Article 13 or for Tax benefits received by the Indemnified Person as a consequence of any Damages. Notwithstanding the foregoing, neither Buyer nor Seller shall be entitled to indemnification under this Article 13 for, and Damages shall not include, (iia) breaches loss of profits, whether actual or consequential, or other consequential damages suffered by the Fundamental and Tax RepresentationsParty claiming indemnification, or any punitive damages (iii) other than loss of profits, consequential damages, or punitive damages suffered by third Persons for which responsibility is allocated among the Retained Seller LiabilitiesParties), and (ivb) any increase in liability, loss, cost, expense, claim, award or judgment to the indemnities in Section 9.2(b)(i)extent such increase is caused by the actions or omissions of any Indemnified Person after the Closing Date.

Limitation on Actions. (a) The representations and warranties of Seller the Parties in Article 4 and of Purchaser in Article 5, this Agreement shall survive the Closing for a period of eighteen three (183) months; providedyears from the Closing Date, howeverexcept that (i) the representations, that the Fundamental warranties and Tax Representations and the representations and warranties acknowledgements, as applicable, in Section 3.2, Section 3.3, Section 3.6, Section 3.10, Section 3.11, Section 4.1, Section 4.3, Section 4.13, Section 5.1, Section 5.2 and Section 5.3 5.4 (together, the “Core Representations”) shall survive for five (5) years and (ii) the Closing representations and warranties in Section 4.8 and the covenants contained in Article 9 shall continue for terminate on the date that is ninety (90) days following the expiration of the applicable statute of limitations relating to and (iii) the subject matter thereof plus thirty representation and warranties in Section 5.7 through Section 5.10 (30inclusive) daysand Section 5.13 shall survive indefinitely. Each covenant The covenants and agreement agreements of the Parties contained in this Agreement Article 6 shall survive the Closing indefinitely unless otherwise stated herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of until fully performed in accordance with their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration dateterms. (b) The indemnities in Section 9.2(a)(ii), Section 9.2(a)(iii8.1(a) and Section 9.2(b)(ii8.1(b) shall terminate as of the termination date expiration date, if any, of each respective representation, warranty, covenant or agreement that is subject to indemnificationindemnification thereunder, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(i) and Section 9.2(b)(i) shall continue without time limit. (c) Seller Except for indemnification related to the Core Representations, indemnification related to Section 8.1(c), the representations and warranties in Section 4.8 and the covenants contained in Article 9, as to which the limitations in this paragraph shall not apply, Sellers shall not have no any liability for any indemnification under Section 9.2(b)(ii8.1 (i) for individual claims that do not exceed $25,000 in Damages and (ii) until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser exceeds $250,000 (the Aggregate Indemnity “Deductible”), and then only to the extent such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(c) shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c). (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser (i) except for indemnification related to the Core Representations, indemnification related to Section 8.1(c), the representations and warranties in Section 4.8 and the covenants contained in Article 9, as to which the limitations in this paragraph shall have no further recourse or remedy against Sellernot apply, and Seller Sellers shall have no liability to Purchaser, with respect to Seller’s obligations not be required to indemnify the Purchaser Group under Section 9.2(b)(ii) this Article 8 for any amounts aggregate Damages in excess of $734,150; provided, however, that 31,250,000 and (ii) the aggregate amount of Sellers’ indemnification obligations under this Section 9.4(d) Article 8 shall not limit Seller’s liability exceed the actual proceeds from the Purchase Price received by Sellers pursuant to this Agreement. (e) The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 8 shall be reduced by (i) the amount of insurance proceeds realized by the Indemnified Person or its Affiliates with respect to (i) fraud, such Damages and (ii) breaches an amount equal to the amount of any Tax benefit reasonably expected to be received by the Indemnified Person or its Affiliates in connection with such Damages or any of the Fundamental and Tax Representationscircumstances giving rise thereto. (f) In no event shall any Person be entitled to indemnification hereunder with respect to a breach by an Indemnifying Person of any of the representations, (iii) warranties or covenants made or agreed to by such Indemnifying Person hereunder of which such Person had actual knowledge prior to the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(i)Closing Date.

Limitation on Actions. (a) The representations and warranties of Seller the Parties in Article ARTICLE 4 and ARTICLE 5 and the covenants and agreements of Purchaser the Parties in Article 5, ARTICLE 6 and the corresponding representations and warranties given in the certificate delivered at Closing pursuant to Section 8.2(c) and Section 8.3(d) shall survive the Closing for a period of eighteen nine months, except that (18i) months; provided, however, that the Fundamental and Tax Representations and the representations and warranties in Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 5.1, Section 5.2 5.2, Section 5.3, Section 5.4 and Section 5.3 5.5 shall survive indefinitely, and (ii) the Closing covenants and agreements, as applicable, in Section 6.7 and Section 6.12 shall continue for the applicable statute survive indefinitely. The remainder of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless without time limit except (a) as may otherwise stated hereinbe expressly provided herein and (b) for the provisions of ARTICLE 11, which shall survive Closing until the applicable statute of limitations closes the taxable year to which the subject Taxes relate plus 90 days. RepresentationsThe representations, warranties, covenants and agreements of this Agreement shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) . The indemnities in Section 9.2(a)(ii10.2(a)(ii), Section 9.2(a)(iii10.2(a)(iii), Section 10.2(b)(iii) and Section 9.2(b)(ii10.2(b)(iv) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnificationindemnification thereunder, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person indemnifying Party on or before such termination date. The indemnities indemnity in Section 9.2(a)(i10.2(a)(i), Section 10.2(b)(i) and Section 9.2(b)(i10.2(b)(ii) shall continue without time limit. (c) Seller shall have no liability for any indemnification under Section 9.2(b)(ii) until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser exceeds the Aggregate Indemnity Deductible, and then only to the extent such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(c) shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c). (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability to Purchaser, with respect to Seller’s obligations to indemnify Purchaser under Section 9.2(b)(ii) for any amounts in excess of $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(i).

Limitation on Actions. (a) The representations and warranties of the Seller in Article 4 Section 6 and the covenants and agreements of Purchaser Seller in Article 5, Section 12 shall survive the Closing for a period of eighteen three (183) months; providedmonths after Closing. All other representations, however, that the Fundamental warranties and Tax Representations and the representations and warranties in Section 5.1, Section 5.2 and Section 5.3 covenants of Seller shall survive terminate as of the Closing and shall continue for the applicable statute Date. (b) The remainder of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless without time limit except as may otherwise stated be expressly provided herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (bc) The indemnities in Section 9.2(a)(ii), Section 9.2(a)(iii) and Section 9.2(b)(ii23(d) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(i) and Section 9.2(b)(i23(c) shall continue without time limit. (cd) Seller shall not have no any liability for any indemnification under Section 9.2(b)(ii) 23 until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser Buyer exceeds two percent (2%) of the Aggregate Indemnity Deductibleunadjusted Sale Price, and then only to the extent the amount of such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(cexceeds two percent (2%) shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c)unadjusted Sale Price. (de) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability not be required to Purchaser, indemnify Buyer under Section 23 for aggregate Damages in excess of twenty five percent (25%) of the unadjusted Sale Price. (f) The amount of any Damages for which an Indemnified Person is entitled to indemnity under Section 23 shall be reduced by the amount of any insurance proceeds realized by the Indemnified Person or its Affiliates with respect to Seller’s obligations to indemnify Purchaser under Section 9.2(b)(ii) for such Damages (net of any amounts in excess of $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(icollection costs).

Limitation on Actions. (a) The representations and warranties of Seller the Parties in Article 4 and Article 5 (other than the Fundamental Representations and the representations and warranties in Section 4.9 to Section 4.17 inclusive) and the covenants and agreements of Purchaser the Parties in Article 5Sections 6.1, 6.2, 6.3, Section 6.5, 6.6 and 6.7, and the corresponding representations and warranties given in the certificates delivered at Closing pursuant to Section 9.2(i) and Section 9.3(b), as applicable, shall survive the Closing for a period of eighteen twelve (1812) months; provided, however, that months (unless a shorter period is expressly provided within the applicable section). The Fundamental and Tax Representations and the shall survive without time limit. The representations and warranties in Section 5.1, 4.9 to Section 5.2 and Section 5.3 4.17 shall survive the Closing and shall continue for the applicable statute a period of limitations relating to the subject matter thereof plus thirty seven (307) daysyears. Each covenant and agreement The remainder of the Parties contained in this Agreement shall survive the Closing indefinitely unless without time limit except as may otherwise stated be expressly provided herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnities in Section 9.2(a)(ii11.1(a)(ii), Section 9.2(a)(iii11.1(a)(iii), Section 11.1(b)(ii) and Section 9.2(b)(ii11.1(b)(iii) shall terminate as of twelve (12) months after the termination date of Closing, except to the extent that they relate to the representations and warranties in Section 4.9 to Section 4.17 inclusive, in which case they shall terminate seven years after Closing; and except to the extent that they relate to the Fundamental Representations, in which case they shall not terminate, provided that, in relation to each respective representation, warranty, covenant or agreement representation and warranty that is subject to indemnificationa termination date, except in each case as to termination shall not affect matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such the relevant termination date. The indemnity in Section 11.1(b)(vii) shall terminate six (6) months after the Closing. The indemnity in Section 11.1(b)(i) shall terminate eighteen (18) months after the Closing. The indemnities in Section 9.2(a)(i11.1(a)(i), Section 11.1(b)(iv), Section 11.1(b)(v) and Section 9.2(b)(i11.1(b)(vi) shall continue without time limitindefinitely, provided that the indemnity in Section 11.1(b)(vi) shall terminate if any Power of Attorney terminates, expires, or becomes otherwise invalid or unenforceable (other than as a result of the voluntary relinquishment by Seller, except as a result of receipt of an assignment (“ceder derechos litigiosos”)), or an assignment (“ceder derechos litigiosos”) is not delivered as required under Section 11.2(h), provided further, that such indemnity shall be reinstated if Purchasers cause the delivery of another Power of Attorney to replace the terminated, expired, invalid or unenforceable Power of Attorney or delivery of such assignment (“ceder derechos litigiosos”), as applicable. Indemnities shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such an indemnity prior to its expiration date. (c) Seller shall not have no any liability for any indemnification under Section 9.2(b)(ii11.1(b) (excluding Sections 11.1(b)(iv) and 11.1(b)(v)): (i) for any Damages with respect to any occurrence, claim, award or judgment that do not individually exceed US$250,000 (the “Individual Claim Threshold”); or (ii) unless and until and unless the aggregate amount of the liability for all Damages for which Claim Notices for claims meeting the Individual Claim Threshold are delivered by Purchaser exceeds the Aggregate Indemnity Deductibleexceed US$10 million, and then only to the extent such Damages exceed US$10 million. Notwithstanding the Aggregate Indemnity Deductible. This preceding, this Section 9.4(c11.3(c) shall not limit indemnification Seller’s liability with respect to (i) fraud, (ii) breaches of the any Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c)Representation. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability to Purchaser, with respect to Seller’s obligations not collectively be required to indemnify Purchaser under Section 9.2(b)(ii) this Article 11 for any amounts aggregate Damages in excess of $734,150; providedtwenty-five percent (25%) of the Purchase Price, howeverbut for purposes of such calculation, that Damages recovered under Sections 11.1(b)(iv) and 11.1(b)(v) shall not be included. Notwithstanding the preceding, this Section 9.4(d11.3(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of any Fundamental Representation. (e) The adjustments to the Fundamental Purchase Price under Section 3.3, Tax obligations pursuant to Article 12 and Tax Representations, (iii) the Retained Seller LiabilitiesSection 13.3, and (ivany payments in respect of any of the preceding shall not be limited by Sections 11.3(c) the indemnities in Section 9.2(b)(iand 11.3(d). (f) The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 11 shall be reduced by the amount of insurance proceeds realized by the Indemnified Person or its Affiliates with respect to such Damages (net of any collection costs, and excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Person or its Affiliates). (g) In no event shall any Indemnified Person be entitled to duplicate compensation with respect to the same Damage, liability, loss, cost, expense, claim, award or judgment under more than one provision of this Agreement and the various documents delivered in connection with the Closing.

Limitation on Actions. (a) The representations covenants and warranties agreements of Seller in Article 4 and of Purchaser in Article 5, Section 12 shall survive the Closing for a period of eighteen three (183) months; provided, however, that the Fundamental and Tax Representations and the months after Closing. The representations and warranties of the Seller in Section 5.16 and all other representations, Section 5.2 warranties and Section 5.3 covenants of Seller shall survive terminate as of the Closing and shall continue for the applicable statute Date. (b) The remainder of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless without time limit except as may otherwise stated be expressly provided herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (bc) The indemnities in Section 9.2(a)(ii), Section 9.2(a)(iii) and Section 9.2(b)(ii22(d) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(i) and Section 9.2(b)(i22(c) shall continue without time limit. (cd) Seller shall not have no any liability for any indemnification under Section 9.2(b)(ii) 22 until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser Buyer exceeds ten percent (10%) of the Aggregate Indemnity Deductibleunadjusted Sale Price, and then only to the extent the amount of such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(cexceeds ten percent (10%) shall not limit indemnification with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c)unadjusted Sale Price. (de) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability not be required to Purchaser, indemnify Buyer under Section 22 for aggregate Damages in excess of twenty five percent (25%) of the unadjusted Sale Price. (f) The amount of any Damages for which an Indemnified Person is entitled to indemnity under Section 22 shall be reduced by the amount of any insurance proceeds realized by the Indemnified Person or its Affiliates with respect to Seller’s obligations to indemnify Purchaser under Section 9.2(b)(ii) for such Damages (net of any amounts in excess of $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(icollection costs).

Limitation on Actions. (a) The right to assert an indemnification claim with respect to the representations and warranties of Seller and Purchaser in Articles 3 and 4, and the corresponding representations and warranties given in the certificates delivered at Closing pursuant to Section 8.2(d) or Section 8.3(b), as applicable, shall survive the Closing for three (3) years, except that the right to assert an indemnification claim with respect to (i) the representations and warranties of Seller in Article 4 Sections 3.1(a), (b), (c) and (e) (Seller), Sections 3.2(a), (c), (d) and (e) (The Companies), Section 3.3(a), (c), (d) and (e) (Subsidiaries) and Section 3.12 (Liability for Brokers’ Fees), Section 3.26 (Bankruptcy), Section 3.30 (Bonds; Letter of Credit and Guarantees) and Section 3.33 (Specified Matters) (such representations and warranties being collectively, the “Fundamental Representations”) shall survive the Closing for six (6) years, (ii) the representations and warranties of Seller in Section 3.7 (Taxes) shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations, and (iii) the representations and warranties of Purchaser in Section 4.1 (Existence and Qualification), Section 4.2 (Power), Section 4.3 (Authorization and Enforceability), Section 4.8 (Investment Intent), Section 4.10 (Liability for Brokers’ Fees), Section 4.12 (Issuance of Purchaser Parent Shares) and Section 4.16 (Bankruptcy) shall survive the Closing for six (6) years, and except, further, that the representations and warranties of Purchaser in Section 4.13 (SEC Reports) shall survive the Closing for one (1) year. (b) The right to assert an indemnification claim for the breach of any other covenant or agreement of the Parties in this Agreement: (i) that is to be performed at or prior to Closing shall survive the Closing for twelve (12) months; or (ii) that is to be performed following Closing shall survive until twelve (12) months following the period provided in such covenants and agreements, if any, or until fully performed, except that the right to assert an indemnification claim with respect to the covenants set forth in Article 5, 9 shall survive the Closing until thirty (30) days after the expiration of the applicable statute of limitations. Seller’s special warranty of Defensible Title in Section 6.8 shall survive the Closing for six (6) years. (c) The right to assert an indemnification claim with respect to the indemnities in Section 11.2(b)(iii)(C) shall survive the Closing for a period of eighteen three (183) months; provided, however, that the Fundamental and Tax Representations and the representations and warranties in Section 5.1, Section 5.2 and Section 5.3 shall survive the Closing and shall continue for the applicable statute of limitations relating to the subject matter thereof plus thirty years. (30d) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless otherwise stated herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expirationthe expiration of a right to assert an indemnification claim with respect thereto, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its the applicable expiration date. (be) The indemnities in Section 9.2(a)(ii11.2(a)(ii), Section 9.2(a)(iii11.2(a)(iii), Section 11.2(b)(i) and Section 9.2(b)(ii11.2(b)(ii) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(i11.2(a)(i), Section 11.2(b)(iii)(A) and Section 9.2(b)(i11.2(b)(iii)(B) shall continue without time limit. The indemnity in Section 11.2(b)(iii)(C) shall continue in accordance with Section 11.4(c). The indemnity in Section 11.2(b)(iv) shall survive the Closing until ninety (90) days after the applicable statute of limitations has run, except as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. (cf) Seller shall not have no any liability for any indemnification under Section 9.2(b)(ii) the Interim Breach Provision, until and unless the aggregate amount of the liability for all Damages for which Claim Notices are delivered by Purchaser exceeds for indemnification under such Section exceed an amount equal to four percent (4%) of the Aggregate Indemnity DeductibleUnadjusted Purchase Price, and then only to the extent such Damages exceed the Aggregate Indemnity Deductiblesuch amount. This Section 9.4(c) Seller shall not limit have any liability for any indemnification under the Interim Breach Provision unless Purchaser provides Seller with respect written notice of an Interim Breach prior to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) Closing Date in accordance with the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence notice provisions of this Section 9.4(c)Agreement; provided that this requirement of Purchaser to provide written notice of any Interim Breach prior to the Closing Date shall not apply to Interim Breaches and/or the circumstance giving rise thereto notified by Seller to Purchaser pursuant to this Agreement. (dg) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and (i) Seller shall have no liability not be required to Purchaserindemnify Purchaser for claims under the Interim Breach Provision for aggregate Damages in excess of an amount equal to ten percent (10%) of the Unadjusted Purchase Price, with respect to Seller’s obligations (ii) Seller shall not be required to indemnify Purchaser under Section 9.2(b)(ii11.2(b)(ii)(B) for any amounts aggregate Damages in excess of an amount equal to $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations1,144,109.09, (iii) the Retained Seller Liabilitiesshall not be required to indemnify Purchaser under Section 11.2(b)(i)(B) or Section 11.2(b)(ii)(A) for aggregate Damages in excess of an amount equal to $3,575,340.91, and (iv) Seller’s total Damages and liabilities arising out of this Agreement or the indemnities transactions contemplated hereunder, including with respect to indemnity obligations under Section 11.2(b) shall not exceed one hundred percent (100%) of the Unadjusted Purchase Price. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the Parties intend that Seller’s sole and exclusive exposure from and after Closing with respect to the representations and warranties in Article 3 or in the closing certificate delivered pursuant to Section 8.2(d) shall be limited to the amounts set forth in Section 9.2(b)(i11.4(g)(i), Section 11.4(g)(ii), Section 11.4(g)(iii) and Section 11.4(g)(iv), as applicable. (h) Notwithstanding anything herein to the contrary, for both the purposes of determining whether or not the representation or warranty of any Party in Article 3 or Article 4 or any closing certificate delivered pursuant to Section 8.2(d) or Section 8.3(b) has been breached, and the purposes of determining the amount of any Damages for which any Indemnifying Person is obligated to indemnify under Section 11.2(a)(iii) or Section 11.2(b)(ii), such determination of breach and calculation of Damages shall be made by excluding and without giving effect to any qualifiers as to materiality or Material Adverse Effect set forth in any representation or warranty of any Party in Article 3 or Article 4 or any closing certificate delivered pursuant to Section 8.2(d) or Section 8.3(b) (except in the case of the representations and warranties set forth in Section 3.14(a) and the representations and warranties made in respect of the Subsidiaries as a result of Section 3.7(p) and the corresponding representations and warranties in any closing certificate delivered pursuant to Section 8.2(d)). (i) The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 11 shall be reduced by the amount of insurance proceeds actually realized by the Indemnified Person or its Affiliates with respect to such Damages (net of any reasonable and documented collection costs, including all the costs and expenses incurred by third parties in investigating, prosecuting, defending and collecting such recovered amount and, any deductibles paid to obtain insurance coverage, and excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Person or its Affiliates). From and after the Closing, Seller shall (without any obligation to incur out of pocket costs, expenses, or any obligation of Seller to undertake any liability or obligation to any Person) use good faith efforts to reasonably cooperate with Purchaser in connection with any claim made by Purchaser under the R&W Policy. Notwithstanding the foregoing, or any other provision herein, except solely with respect to the Interim Breach Provision, the risk that the R&W Policy will not respond or otherwise provide coverage (excluding, for the avoidance of doubt, retention under the R&W Policy) with respect to a given claim shall be borne entirely by Purchaser. (j) Notwithstanding anything to the contrary contained herein, all payments made or to be made under this Article 11 to Purchaser shall be made by Seller by payment in cash and not via the return of any Purchaser Parent Shares. (k) The representations, warranties and covenants of each of the Parties set forth in this Agreement, subject to the express exceptions thereto, shall not be affected by any information furnished to, or any investigation or audit conducted before or after the Closing Date by, any Person in connection with the transactions contemplated hereby. In order to preserve the benefit of the bargain otherwise represented by this Agreement, each Party shall be entitled to rely upon the representations, warranties, covenants and agreements of the other Party or Parties set forth herein notwithstanding any investigation or audit conducted or any knowledge acquired (or capable of being acquired) before or after the Closing Date or the decision of any Party to complete the Closing. The right to indemnification or other remedy based on any of the representations, warranties, covenants or agreements in this Agreement shall not be affected by any investigation or audit conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the 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 agreement. (l) Notwithstanding anything in this Agreement to the contrary, in no event shall any Indemnified Person be entitled to recover any Damages to which such Indemnified Person has already recovered the full amount of such Damages pursuant to another provision of this Agreement or any document in connection herewith, or otherwise, and any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant, or agreement.

Limitation on Actions. (a) The Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.9(a) and 4.14 (the “Fundamental Reps”) and the representations and warranties of Purchaser in Sections 5.1, 5.2 and 5.3 and the corresponding representations and warranties given in the certificates delivered at the Closing pursuant to Sections 3.2(b) and 3.3(c), as applicable, shall survive the Closing indefinitely; the representations and warranties of Seller in Section 4.9 shall survive until six months after the expiration of the applicable statute of limitations (taking into account any extension thereof); and all other representations and warranties of the Parties in Article 4 and of Purchaser Article 5 and the corresponding representations and warranties given in Article 5the certificates delivered at the Closing pursuant to Sections 3.2(b) and 3.3(c), as applicable, shall survive the Closing for a period of eighteen fifteen (1815) months; provided, however, that the Fundamental and Tax Representations and the representations and warranties in Section 5.1, Section 5.2 and Section 5.3 shall survive the Closing and shall continue for months (unless a shorter period is expressly provided within the applicable statute of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless otherwise stated hereinsection). Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnity in Section 9.1(a)(i) and 9.1(b)(iii) shall continue without time limit. The indemnities in Section 9.2(a)(iiSections 9.1(a)(ii), Section 9.2(a)(iii9.1(a)(iii), 9.1(b)(i) and Section 9.2(b)(ii9.1(b)(ii) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnificationindemnification thereunder, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date. The indemnities in Section 9.2(a)(i) and Section 9.2(b)(i) shall continue without time limit. (c) Subject to Section 9.3(e), neither Seller nor Purchaser shall have no any liability for any indemnification under Section 9.2(b)(ii9.1(a)(iii) or Section 9.1(b)(ii) for any Damages with respect to any claim (or a series of related claims arising from the same facts or circumstances) that do not exceed $60,000 (the “Individual Claim Threshold”), provided, however, to the extent all claims (or a series of related claims arising from the same facts or circumstances) for indemnification by Seller result in aggregate Damages exceeding the Deductible (including those claims (or a series of related claims arising from the same facts or circumstances) under the Individual Claim Threshold), then Purchaser shall be entitled to be indemnified for such Damages under this Article 9 without regard to the Individual Claim Threshold. (d) Subject to Section 9.3(c) and Section 9.3(e), (A) Seller shall not have any liability for any indemnification under Section 9.1(b)(ii) unless and until and unless the aggregate amount of the liability for all Damages for which Claim Notices for claims (or a series of related claims arising from the same facts or circumstances) meeting the Individual Claim Threshold are delivered by Purchaser exceeds with respect to such matters exceed one percent (1%) of the Aggregate Indemnity Purchase Price (the “Deductible”), and then only to the extent such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(cDeductible and (B) Seller shall not limit indemnification with respect be required to indemnify Purchaser under the indemnity in Section 9.1(b)(ii) for aggregate Damages in excess of fifteen percent (i15%) fraud, (ii) breaches of the Fundamental and Tax Representations, Purchase Price (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c“Cap”). (de) Notwithstanding anything The Deductible and the Cap shall not apply to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse any indemnification obligations of Seller under Section 9.1(b)(ii) for Damages caused by or remedy against arising out of or resulting from Seller, and ’s breach of any Fundamental Reps; provided that Seller shall have no liability to Purchaser, with respect to Seller’s obligations not be required to indemnify Purchaser under Section 9.2(b)(ii) this Article 9 for any amounts breaches of such Fundamental Reps for aggregate Damages in excess of $734,150; provided, however, that the Purchase Price. (f) The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Section 9.4(d) Article 9 shall not limit Seller’s liability be reduced by the amount of insurance proceeds realized by the Indemnified Person or its Affiliates with respect to such Damages (i) fraud, (ii) breaches net of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilitiesany collection costs, and (iv) excluding the indemnities in Section 9.2(b)(iproceeds of any insurance policy issued or underwritten by the Indemnified Person or its Affiliates). (g) Any Indemnified Person that becomes aware of a loss for which it seeks indemnification shall be required to use commercially reasonable efforts to mitigate the loss, including taking any actions reasonably requested by the Indemnifying Party, and an Indemnifying Party shall not be liable for any loss to the extent that it is attributable to the Indemnified Party’s failure to use commercially reasonable efforts to mitigate. (h) In no event shall any Indemnified Person be entitled to duplicate compensation with respect to the same Damage, liability, loss, cost, expense, claim, award or judgment under more than one provision of this Agreement and the various documents delivered in connection with the Closing.

Limitation on Actions. (a) The representations and warranties All of Seller in Article 4 and of Purchaser in Article 5, shall survive the Closing for a period of eighteen (18) months; provided, however, that the Fundamental and Tax Representations and the representations and warranties in Section 5.1, Section 5.2 and Section 5.3 shall survive the Closing and shall continue for the applicable statute of limitations relating to the subject matter thereof plus thirty (30) days. Each covenant and agreement of the Parties contained in this Agreement shall survive the Closing indefinitely unless otherwise stated herein. Representations, warranties, covenants and agreements shall be of no further continue in full force and effect for a period of eighteen (18) months thereafter; provided, however, that the representations and warranties in Sections 3.1, 3.2(a)-(c), 3.2(e), 3.3(a)-(b), 3.3(d)-(p), 3.16, 4.1, 4.2, 4.3 and 4.5 through 4.11 shall survive without limitation as to time. Covenants shall survive Closing in accordance with their terms and any covenants or agreements contained in this Agreement that by their terms are to be performed after Closing shall survive until fully discharged. Notwithstanding the date of their expirationforegoing, provided that there shall be no termination of any bona fide claim duly asserted by Seller pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement of Purchaser prior to its expiration date. (b) The indemnities in Section 9.2(a)(iiSections 10.1(a)(ii), Section 9.2(a)(iii10.1(a)(iii) and Section 9.2(b)(ii10.1(e) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person Party on or before such termination date. The indemnities indemnity in Section 9.2(a)(i) and Section 9.2(b)(i10.1(a)(i) shall continue without time limit. (c) Seller shall have no liability for any indemnification under Section 9.2(b)(ii) until and unless the aggregate The amount of the liability for all any Damages for which Claim Notices are delivered an Indemnified Person is entitled to indemnity under this Article 10 shall be reduced by Purchaser exceeds the Aggregate Indemnity Deductible, and then only to amount of insurance proceeds realized by the extent such Damages exceed the Aggregate Indemnity Deductible. This Section 9.4(c) shall not limit indemnification Indemnified Person or its Affiliates with respect to such Damages (i) fraudnet of any collection costs, (ii) breaches and excluding the proceeds of any insurance policy issued or underwritten by the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, Indemnified Person or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(cits Affiliates). (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability to Purchaser, with respect to Seller’s obligations to indemnify Purchaser under Section 9.2(b)(ii) for any amounts in excess of $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(i).

Limitation on Actions. (a) The Any claim for indemnification pursuant to Section 10.1(a)(iii) or Section 10.1(c)(iii) must be made on or prior to the date 18 months after the Second Closing Date, provided that third party claims and such claims arising from a breach of the representations and warranties of Seller set forth in Article 4 Section 5.4 (Liability for Broker’s Fees), Section 5.6 (Litigation), Section 5.7 (Taxes and of Purchaser in Article 5Assessments), Section 5.10 (Payments for Production), and Section 6.5 (Liability for Broker’s Fees), shall survive the Second Closing for a period Date until the expiration of eighteen (18) months; provided, however, that the Fundamental and Tax Representations and the representations and warranties in Section 5.1, Section 5.2 and Section 5.3 shall survive the Closing and shall continue for the applicable statute of limitations relating to the subject matter thereof plus thirty (30) dayslimitations. Each covenant and agreement The termination of the Parties contained indemnities as set forth in this Agreement shall survive the Closing indefinitely unless otherwise stated herein. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim duly asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. clause (ba) The indemnities in Section 9.2(a)(ii), Section 9.2(a)(iii) and Section 9.2(b)(ii) shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case does not apply as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person Party on or before such the applicable termination date. (b) Neither Indemnified Party may make a claim against the Indemnifying Party for indemnity pursuant to Sections 10.1 unless and until the aggregate amount of Damages with respect to all claims (including, without limitation, for Third Party Claims) asserted by the PURCHASE AND SALE AGREEMENT Indemnified Party under Sections 10.1 exceeds $50,000. The indemnities Once such minimum threshold in Damages has been sustained, the entirety of all Damages in excess of such minimum threshold sustained by the Indemnified Party will be compensable under this ARTICLE 10 (subject to Section 9.2(a)(i) and Section 9.2(b)(i) shall continue without time limit10.4(c)). (c) Seller shall have no liability Following the date of this Agreement, the sole and exclusive remedy of a Party for any indemnification under Section 9.2(b)(ii) until and unless claim resulting in a breach by the aggregate amount other Party of the liability for all Damages for which Claim Notices are delivered by Purchaser exceeds other Party’s representations, warranties, covenants, or agreements made in this Agreement or the Aggregate Indemnity Deductiblefailure of a Party to perform its obligations under this Agreement shall be a claim under ARTICLE 10, and then only except to the extent such Damages exceed the Aggregate Indemnity Deductibleclaim results from the fraud or willful misconduct of a Party. This Section 9.4(c) shall not limit indemnification with respect to (i) fraudTo the fullest extent permitted by Law and Environmental Laws, (ii) breaches the Parties hereby waive any provision of the Fundamental Law and Tax Representations, (iii) the Retained Seller Liabilities, or (iv) the indemnities in Section 9.2(b)(i), nor shall Damages for those matters count toward the threshold in the first sentence of this Section 9.4(c). (d) Notwithstanding anything Environmental Laws to the contrary contained elsewhere extent that it would limit or restrict the agreements set forth in this Agreement, Purchaser shall have no further recourse or remedy against Seller, and Seller shall have no liability to Purchaser, with respect to Seller’s obligations to indemnify Purchaser under Section 9.2(b)(ii) for any amounts in excess of $734,150; provided, however, that this Section 9.4(d) shall not limit Seller’s liability with respect to (i) fraud, (ii) breaches of the Fundamental and Tax Representations, (iii) the Retained Seller Liabilities, and (iv) the indemnities in Section 9.2(b)(i)ARTICLE 10.