Common use of Time Limitation Clause in Contracts

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as to which 30 a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) months after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c) and (d) and claims based upon Fraud committed by Seller or the Selling Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Buyer Fundamental Representations, in each case, as to which a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon Fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4 (No Violation), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each caseSection 2.19 (Competing Interests) and Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which 30 a claim may be made at any time prior to forty-five (45) calendar 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 18 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c), (c), (d) and (de) and claims based upon Fraud intentional misrepresentation or common law fraud committed by Seller Sellers or the Selling Person Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of Section 3.2 (Authority) and Section 3.3 (No Violation) (collectively, the “Buyer Fundamental Representations, in each case”), as to which a claim may be made at any time prior to forty-five (45) calendar 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 18 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon Fraud intentional misrepresentation or common law fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. Any Claim against a Seller pursuant to this Agreement shall, to be valid, be made after the date hereof and be notified to the Guarantors (ai) After in the case of a Third Party Claim, within forty five (45) days of the receipt of such Third Party Claim, or (ii) in all other cases, within (30) days of the day on which the Purchaser becomes aware of the fact or event giving rise to such Claim, provided that any delay in making such a claim shall reduce the Indemnification Liability only by the extent of the damage effectively suffered by the Guarantors as a result of such delay. No Claim shall give rise to an indemnification obligation (including the indemnification obligations set forth in paragraph 8.2 above) if notice of such Claim is made after a period of (the “Expiry Date”): - Concerning Claims relating to Taxation, three (3) months after (i) expiry of the relevant statute of limitation, or (ii) if later, the date on which any court decision in relation to the matter forming the basis of any such Claim is given, arbitration sentence is passed or settlement becomes definitive and without appeal; - Concerning the Claims relating to the Indemnified Litigation, two (2) years as from the Closing Date, - Concerning any other Claims, one (1) year as from the Closing Date. If a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those Claim is made in any of the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as to which 30 a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve Expiry Date, it shall be deemed withdrawn six (126) months after the Closing DateExpiry Date unless judicial proceedings in respect of it have been commenced prior to the expiration of such a six (6) month period. For the avoidance of doubt, in the event notice of any Claim is given within the applicable time limit, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis rights of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section 5.1(b) may only be made Purchaser under this Clause 8 with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c) and (d) and claims based upon Fraud committed by Seller or the Selling Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any timesuch Claim shall survive until such time as such Claim is finally resolved. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Buyer Fundamental Representations, in each case, as to which a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon Fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as 101572953.9 31 to which 30 a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c), (c), (d) and (de) and claims based upon intentional misrepresentation or Fraud committed by Seller or the Selling Person Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Buyer Fundamental Representations, in each case, as to which a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon intentional misrepresentation or Fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. Notwithstanding any provision hereof to the contrary, it is understood and agreed that any and all liabilities or indemnification obligations of Sellers under this Agreement (aincluding, without limitation, specifically those set forth in Section 7.03 and Section 7.04) After the Closing Date, for which Purchaser has not previously delivered to Sellers a Buyer Indemnitee may make a claim for indemnification Claim Notice pursuant to Section 7.06.01 (or with respect to any of the Subject Properties as to which closing is deferred pursuant to ARTICLE VI or ARTICLE X , a notice asserting a Title Defect or an Environmental Condition (in each case) to the extent not resolved), if any, shall expire and terminate and no longer be enforceable for all periods of time on and after one (1) year from the Closing except for: (A) breach of a representation any of the representations or warranty warranties contained in Section 2.01.01 (Organization and Authority), Section 2.01.02 (Execution and Delivery/Enforceability), Section 2.01.03 (No Conflicts) or Section 2.01.04 (Broker's Fees), which shall survive Closing indefinitely and shall not expire, terminate or cease to be enforceable, (B) breach of any of the representations or warranties contained in Section 2.02.07 (Taxes), Section 2.02.13(B) (Expenses Paid) or Section 2.02.08 (Title), which shall survive Closing for two (2) years and shall expire and terminate and no longer be enforceable for all periods of time on and after two (2) years from the Closing and (C) the Retained Liabilities described in Section 7.03(iii) which shall survive Closing indefinitely and shall not expire, terminate or cease to be enforceable. Except for Sellers’ indemnification obligations under Section 7.04 (other than those made in any that have terminated pursuant to the foregoing sentence) or for breaches of the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as to which 30 a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) months after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail survive longer pursuant to the extent then known by such Buyer Indemnitee. Notwithstanding foregoing sentence, on and after one (1) year from the foregoingClosing, claims made pursuant Purchaser shall not be entitled to Section 5.1(b) may only be made make any claim against Sellers with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c) and (d) and claims based upon Fraud committed by Seller Subject Properties or the Selling Person in connection with purchase and sale thereof for any cause attributable to any period of time under this Agreement or the transactions contemplated hereby mayotherwise, in each caseincluding, be made at without limitation, rights of contribution arising under or based on any time. (b) After the Closing DateLaw and, a Seller Indemnitee may make a claim except for Sellers’ indemnification with respect to any breach of a representation or warranty obligations under Section 7.04 (other than those made in any that have terminated pursuant to the foregoing sentence) or for breaches of the Buyer Fundamental Representations, in each case, as to which a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail survive longer pursuant to the extent then known by such Seller Indemnitee. Notwithstanding the foregoingforegoing sentence, claims made any and all liabilities of Sellers under this Agreement for which Purchaser has not previously delivered to Sellers a Claim Notice pursuant to Sections 5.2(b), (c) and (d) and claims based upon Fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, Section 7.06.01 shall be made at any timedeemed Assumed Obligations.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4(i) (No Violation of the Seller Fundamental Representations and those made in Organizational Documents), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each caseand Section 2.20 (No Brokers) (collectively, the “Seller Fundamental Representations”), as to which 30 a claim may be made at any time prior to forty-five (45) calendar 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c), (c), (d) and (de) and claims based upon Fraud intentional misrepresentation or common law fraud committed by Seller Sellers or the Selling Person Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(i) (No Violation of Organizational Documents) (collectively, the “Buyer Fundamental Representations, in each case”), as to which a claim may be made at any time prior to forty-five (45) calendar 90 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon Fraud intentional misrepresentation or common law fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.. 5.5

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as to which 30 a claim may be made at any time prior to forty-five (45) calendar 30 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof); provided, that, with respect to any Third Party Claims, Buyer must receive notice of such Third Party Claims prior to the expiration of such applicable statute of limitations), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing Sellers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c) ), (c), (d), (e), and (df) and claims based upon Fraud intentional misrepresentation or common law fraud committed by Seller Sellers or the Selling Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Buyer Fundamental Representations, in each case, as to which a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (d) and claims based upon Fraud intentional misrepresentation or common law fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than (x) those made in Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4 (No Violation), Section 2.19 (Competing Interests), Section 2.20 (No Brokers), and Section 2.21 (Investment Intent), as to which a claim may be made at any of the Seller Fundamental Representations time and those made in (y) Section 2.8 (Taxes) and Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as to which 30 a claim may be made at any time prior to forty-five ninety (4590) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof) (such representations and warranties in clause (x) and (y) above being collectively, the “Seller Fundamental Representations”)), only if on or before the date that is twelve two (122) months years after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c) and (dc) and claims based upon Fraud intentional misrepresentation or common law fraud under Delaware law committed by Seller or the Selling Person Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any Section 3.2 (Authority), Section 3.3 (No Violation), Section 3.5 (No Brokers), Section 3.6 (Capitalization of Buyer) and Section 3.7 (Capitalization of Holdco) (collectively, the “Buyer Fundamental Representations, in each case”), as to which a claim may be made at any time prior to forty-five (45) calendar days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)time), only if on or before the date that is twelve two (122) months years after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon Fraud intentional misrepresentation or common law fraud under Delaware law committed by the Buyer Parties or Holdco in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

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

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4 (No Violation), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each caseSection 2.19 (Competing Interests), Section 2.20 (No Brokers) and Section 2.21(g) (Investment Intent) (collectively, the “Seller Fundamental Representations”), as to which 30 a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 18 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c), (c), (d) and (de) and claims based upon Fraud intentional misrepresentation or common law fraud committed by Seller or the Selling Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of Section 3.2 (Authority) and Section 3.3 (No Violation) (collectively, the “Buyer Fundamental Representations, in each case”), as to which a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 18 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon Fraud intentional misrepresentation or common law fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.. 5.5

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each case, as to which 30 a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c), (c), (d), (e), (f), (g) and (dh) and claims based upon Fraud intentional misrepresentation or common law fraud committed by Seller or the Selling Person Persons in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Buyer Fundamental Representations, in each case, as to which a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 12 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) ), and (d) ), and claims based upon Fraud intentional misrepresentation or common law fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.

Time Limitation. (a) After the Closing Date, a Buyer Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of the Seller Fundamental Representations and those made in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.3(c) (Title to Assets), Section 2.4 (No Violation), Section 2.8 (Taxes), Section 2.13 (Employee Benefit Plans), Section 2.18 (Environmental Matters), in each caseSection 2.19 (Competing Interests), Section 2.20 (No Brokers) and Section 2.21(g) (Investment Intent) (collectively, the “Seller Fundamental Representations”), as to which 30 a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 18 months after the Closing Date, the Buyer Indemnitee notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Buyer Indemnitee. Notwithstanding the foregoing, claims made pursuant to Section Sections 5.1(b) may only be made with respect to breaches that occur on or before the expiration of the applicable Covenant Survival Period and claims made pursuant to Sections 5.1(c), (c), (d) and (de) and claims based upon Fraud intentional misrepresentation or common law fraud committed by Seller or the Selling Person in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time. (b) After the Closing Date, a Seller Indemnitee may make a claim for indemnification with respect to any breach of a representation or warranty (other than those made in any of Section 3.2 (Authority) and Section 3.3 (No Violation) (collectively, the “Buyer Fundamental Representations, in each case”), as to which a claim may be made at any time prior to forty-five (45) calendar 45 days after expiration of the statute of limitations applicable to claims regarding the subject matter of such representations and warranties (including any extensions and waivers thereof)), only if on or before the date that is twelve (12) 18 months after the Closing Date, the Seller Indemnitee notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by such Seller Indemnitee. Notwithstanding the foregoing, claims made pursuant to Sections 5.2(b), (c) and (dc) and claims based upon Fraud intentional misrepresentation or common law fraud committed by the Buyer Parties in connection with this Agreement or the transactions contemplated hereby may, in each case, be made at any time.