Common use of Time Limitations Clause in Contracts

Time Limitations. (a) If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller the Shareholders will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, (other than those in SECTIONS 3.01, 3.03, 3.15, 3.199 3.239 3.28, 3.299 3.30 and 3.31), unless on or before April 30, 2000, the Purchaser notifies the Shareholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Purchaser; provided, however, a claim with respect to SECTION 3.15 or 3.23 may be made by the Purchaser at any time prior to the expiration of the applicable statute of limitations, including any extension thereof, provided further that with respect to a claim made in connection with SECTIONS 3.19, 3.28, 3.29, 3.30 or 3.31, or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(bSECTION 9.02(H) and Articles 10 and 12if there has not been a Final Settlement of the Medicaid Investigation), as to which a claim may be made at any time, the Shareholders will have no liability (for indemnification or (iiotherwise) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after April 30, 2003 the Closing Date, Buyer Purchaser notifies Seller the Shareholders of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyerthe Purchaser; and further provided that a claim with respect to SECTIONS 3.01 or 3.03, or SECTION 9.02(H) may be made at any time. If the Closing occurs, Seller the Purchaser will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, unless on or before April 30, 2000, Shareholders notify the Buyer notifies Seller Purchaser of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occursShareholders, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12provided, as to which however, that a claim made in connection with SECTION 9.04(c) may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller The Company will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Initial Closing Date (or the Additional Closing Date, other than those in Sections 2.1 and 2.4(b) and Articles 10 and 122.9 or 2.11, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the first anniversary of the Additional Closing DateDate (or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date), Buyer Purchaser notifies Seller the Company of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerPurchaser; a claim with respect to Sections 2.9 or 2.11 may be brought at any time on or before the fourth anniversary of the Additional Closing Date (or the fourth anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date). If the Initial Closing occursand/or the Additional Closing shall occur, Seller Purchaser will have no liability (for indemnification or otherwise) with respect to any Breach of representation or warranty, or covenant or obligation to be performed and complied with prior to the representations and warranties contained in Section 3.12 Initial Closing Date or 3.13 hereof only if the Additional Closing Date, unless on or before five years after the first anniversary of the Additional Closing Date, Date (or the Buyer first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) the Company notifies Seller Purchaser of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyerthe Company. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) 10.5.1 If the Closing occurs, Seller (i) Sellers will have no liability (for indemnification or o▇▇▇▇▇▇▇e) under Sections 10.2.1, 10.2.2 or 10.2.3 with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, other than those in Sections 3.3 and 3.10 as set forth in this Agreement and as renewed as of the Closing Date, unless on or before eighteen (18) months after the Closing Date Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; (ii) Sellers will have no liability (for indemnification or otherwise) with respect to any Breach Seller Environmental Claim, including, but not limited to, Breaches of the representations and warranties contained in Section 3.18, unless on or before three (3) years after the Closing Date Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; (iii) a claim under Sections 10.2.1 or 10.2.2 with respect to the representations and warranties contained in any or all of Sections 3.3 or 3.10, a claim under Sections 10.2.5, 10.2.6, or 10.4 or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. 10.5.2 If the Closing occurs, (i) Buyer will have no liability (for indemnification or otherwise) under Sections 10.3.1 or 10.3.2 with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, unless on or before eighteen (18) months after the Closing Date Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers; (ii) Buyer will have no liability (for indemnification or otherwise) under Section 10.3.3, including, but not limited to, a Breach of Buyer's obligations under Section 6.3.1, unless on or before five (5) years after the Closing Date Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers; (iii) a claim under Sections 10.3.4 or a claim not based on any representation or warranty, or covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Date, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (Date, other than those in Sections 2.1 and 2.4(bSECTION 6 (Capitalization) and Articles 10 SECTION 17 (Tax Matters) of ARTICLE IV, all as incorporated by ARTICLE V, SECTION 1, and 12ARTICLE V, as to which a claim may be made at any timeSECTION 6 (Ownership of Stock), or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the Closing DateApril 18, 1999, Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer; a claim with respect to SECTION 17 (Tax Matters) of ARTICLE IV, as incorporated by ARTICLE V, SECTION 1, may be made at any time prior to such claim being closed by the applicable statute of limitations; a claim with respect to SECTION 6 (Capitalization) of ARTICLE IV, as incorporated by ARTICLE V, SECTION 1 and ARTICLE V, SECTION 6 (Ownership of Stock), or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, the unless on or before April 18, 1999, Sellers notify Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerSellers. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the First Closing and/or the Second Closing occurs, the Seller and the Shareholders will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with on or prior to the First Closing Date (or the Second Closing Date, respectively, or representations made again as of the First Closing Date or the Second Closing Date, respectively, other than those in Sections 2.1 2.2, 3.4, 3.6, 3.7, 3.10. 3.11 and 2.4(b) and Articles 10 and 123.12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three two years after from the First Closing DateDate (or the Second Closing Date if the claim relates to the Brunswick Property), Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Sections 2.2, 3.4, 3.6, 3.7. 3. 10, 3.11, or 3.12 must be made prior to the expiration of the applicable statutory period of limitations, including any extensions to such period, and shall thereupon terminate. If the First Closing occurs, Seller except as otherwise provided for in this paragraph, Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 representation or 3.13 hereof only if on warranty, or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to the First Closing Date (other than those in Article 12, as or the Second Closing Date if the Second Closing occurs and the claim relates to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any timethe Brunswick Property), only if unless on or before three two years after from the First Closing DateDate (or the Second Closing Date if the claim refers to the Brunswick Property), Seller notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) 9.4.1 If the Closing occurs, Seller Sellers' liability (for indemnification or otherwise) with respect to representations or warranties and with respect to covenants or obligations to be performed and complied with prior to the Closing Date shall be subject to the following limitations: (a) Sellers shall have no liability with respect to any of the representations and warranties set forth in Sections 5.1, 5.4 through 5.10, 5.13, 5.17, 5.18, 5.19, 5.21 through 5.24, 5.26, and 5.27, or with respect to any such covenant or obligations to be performed or complied with prior to the Closing Date, except with respect to any such matter as to which, on or before the first anniversary of the Closing Date, the Crown Parties notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Crown Parties. (b) Sellers shall have no liability with respect to any of the representations and warranties set forth in Sections 5.2, 5.3, 5.11, 5.14, 5.15, 5.16, 5.25, and 5.28, except with respect to any such matter as to which, on or before the third anniversary of the Closing Date, the Crown Parties notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Crown Parties. (c) Sellers shall have no liability with respect to any of the representations and warranties set forth in Sections 5.12 and 5.20, or under Section 9.2.2, except with respect to any such matter as to which, on or before the fifth anniversary of the Closing Date, the Crown Parties notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Crown Parties. 9.4.2 If the Closing occurs, the Crown Parties will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Date, except with respect to any matter as to which a claim may be made at any timewhich, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the third anniversary of the Closing Date, Buyer notifies Seller Sellers notify the Crown Parties of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerSellers. If the Closing occurs, Seller will have liability (for indemnification A claim not based upon any representation or otherwise) with respect to warranty or any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant representation or obligation to be performed or complied with prior to the Closing Date (warranty other than those in Sections 2.1 3.3, 3.10, and 2.4(b3.19 unless within 12 (twelve) months of the Closing Date or, with respect to the representations and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained warranties set forth in Section 3.12 or 3.13 hereof3.13(c), within 24 (twenty four) only if on or before three years after months of the Closing Date, Buyer notifies Seller in writing of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer; a claim with respect to Sections 3.3, 3.10, 3.19, 10.2(h) or 10.2(i) may be made at any time within 60 (sixty) days after the expiry of the applicable statute of limitations. If the Closing occurs, Seller will have no liability with respect to any Breach of any covenant or obligation, unless Buyer notifies Seller in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer within 60 (sixty) days after the expiry of the applicable statute of limitations. If the Closing occurs, Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 representation or 3.13 hereof only if warranty, unless on or before five years after the first anniversary of the Closing Date, the Seller notifies Buyer notifies Seller in writing of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller. If the Closing occurs, Buyer will have no liability with respect to any Breach of any covenant or obligation, unless Seller notifies Buyer in writing of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Seller within 60 (sixty) days after the expiry of the applicable statute of limitations.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability under Sections 10.3 or 10.5, under Section 10.2 except for (for indemnification i) any Breach of any representation or otherwisewarranty in Section 3.11 or (ii) any Year 2000 Claim, or with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the first anniversary of the Closing Date, Date Buyer notifies Seller Sellers' Representative of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If the Closing occursIn addition, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (x) the representations and warranties contained in Section 3.12 3.11 or 3.13 hereof only if a claim for indemnification under Section 10.4 unless on or before five years after the third anniversary of the Closing Date, the Date Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerBuyer or (y) any Year 2000 Claim or a claim for indemnification under Section 10.2(d) unless on or prior to December 31, 2000 Buyer notifies Sellers' Representative of a Year 2000 Claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer ("Y2K Termination Date"); provided, however, that the Y2K Termination Date shall be the first anniversary of the Closing Date instead of December 31, 2000 if, prior to the Closing Date, the Company obtains Acceptable Insurance. (b) If the Closing occurs, Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years after the Closing Date, Seller notifies first anniversary of the date of closing Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers.

Time Limitations. (a) If the Closing occursFor purposes of this Agreement, Seller will have liability (a Buyer Indemnified Person may only assert a claim for indemnification or otherwiseunder Section 7 during the applicable period of time (the “Buyer Claims Period”) specified as follows: (i) with respect to any Breach claim arising out of (iA) a the Breach by Seller of any representation, warranty, covenant or obligation agreement contained in this Agreement or in any other agreement or instrument executed and delivered by any such Seller pursuant hereto relating to be performed (1) Seller’s authority or complied with prior ability to enter into this Agreement, any related agreement and to consummate the Contemplated Transactions, (2) Seller’s title to the Closing Date Membership Interests of the Company being sold by it pursuant hereto and its ability to transfer the same to Buyer free and clear of all Liens, (other than those in Sections 2.1 3) the Company’s title to the Assets and 2.4(b) Properties owned by the Company free and Articles 10 and 12, as to which a claim may be made at any timeclear of all Liens, or (4) any Tax-related matter, (B) fraud, willful misrepresentation or willful misconduct, (C) any Current Seller Liability or Retained Liability, (D) any Liability for any Current Litigation Matter or any Liability that is not included on Schedule 2.4 or the Closing Statement, or (E) any indemnification clam made under Section 7.3(b) or pursuant to a Breach by Seller of the representations and warranties set forth in Section 4.25, the Buyer Claims Period will commence on the date of this Agreement and continue indefinitely; and (ii) a representation or warranty with respect to any other indemnification claim made under Section 7.3 the Buyer Claims Period will commence on the date of this Agreement and continue until the date that is two (other than one contained in Section 3.12 or 3.13 hereof2) only if on or before three years after the Closing Date; provided, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occurshowever, Seller will have liability (for indemnification or otherwise) that with respect to any such indemnification claim regarding the Breach by Seller of the representations any obligation hereunder or under any related agreement that is intended to survive and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years continue after the Closing DateClosing, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerClaims Period will continue for as long as such obligation is outstanding. (b) If For purposes of this Agreement, a Seller Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable period of time (the “Seller Claims Period”) commencing on the date of this Agreement and continuing until the date that is two (2)years after the Closing occursDate; provided, Buyer will have liability (for indemnification or otherwise) however, that with respect to any such indemnification claim regarding the Breach by Buyer of (i) a covenant any obligation hereunder or under any related agreement that is intended to survive and continue after the Closing, the Seller Claims Period will continue for as long as such obligation to be performed or complied with prior is outstanding. Notwithstanding anything to the Closing Date contrary in this Section 7.4, if before 5:00 p.m. (other than those in Article 12, as to which a claim may be made at any eastern time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis last day of the applicable Buyer Claims Period or Seller Claims Period, any Party against which an indemnification claim has been made hereunder has been properly notified in writing of such claim for indemnity hereunder and the basis thereof, including with reasonable detail supporting details for such claim (to the extent then known by Sellerknown), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms of this Agreement.

Time Limitations. (a) If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time), or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of representation or warranty (iother than the representations and warranties contained in Sections 3.7, 3.9, 3.15 and with respect to claims based on intentional misrepresentation or fraud) a or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years the expiration of 21 months after the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 representation or 3.13 hereof only if on warranty, or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years the expiration of 21 months after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Seller. With respect to claims based on misrepresentations contained in Section 3.7 and relating to matters for which a reserve has been taken as referenced in PART 3.7(e) OF THE DISCLOSURE LETTER, Sellers shall have no liability unless Buyer notifies Sellers of such claim, in the manner specified above, on or before the third anniversary of the Closing Date. With respect to claims based on misrepresentations contained in Section 3.7 and relating to Taxes other than for matters for which a reserve has been taken as referenced in PART 3.7(e) OF THE DISCLOSURE LETTER, Sellers shall have no liability unless Buyer notifies Sellers of such claim, in the manner specified above, no later than six months after the expiration of the applicable statute of limitations (including any extensions thereof). With respect to claims based on misrepresentations contained in Sections 3.9 and 3.15, Sellers shall have no liability unless Buyer notifies Seller of such claim, in the manner specified above, on or before the fifth anniversary of the Closing Date.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwiseotherwise pursuant to this Agreement) pursuant to Section 10.2(a) above. If the Closing occurs, Sellers will have no liability (for indemnification or otherwise pursuant to this Agreement, or for claims of negligence in connection with the Contemplated Transactions) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to or as of the Closing Date (Date, other than those in Sections 2.1 3.3, 3.11, and 2.4(b) and Articles 10 and 123.13, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the Closing DateMarch 31, 1999 Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer; a claim with respect to Section 3.3, 3.11, or 3.13, or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to or as of the Closing Date, may be made at any time. If the Closing occursdoes not occur, Seller Sellers will have no liability (for indemnification or otherwise, or for claims of negligence in connection with the Contemplated Transactions) with respect to any Breach of the representations and warranties contained in Section 3.12 representation or 3.13 hereof only if warranty, or covenant or obligation unless on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer.or (b) If the Closing occurs, Buyer will have no liability (for indemnification or otherwiseotherwise pursuant to this Agreement, or for claims of negligence in connection with the Contemplated Transactions) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years after the Closing DateMarch 31, Seller notifies 1999 Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers. If the Closing does not occur, Buyer will have no liability (for indemnification or otherwise, or for claims of negligence in connection with the Contemplated Transactions) with respect to any representation or warranty, or covenant or obligation unless on or before September 30, 1998 Sellers notify Buyer of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Sellers.

Time Limitations. The Indemnitor will have no liability to the Indemnitee under or in connection with: (a) If any Seller Indemnified Claim or RTM Indemnified Claim under this Agreement (other than the Closing occurs, Seller will have liability matters set forth below in items (for b) and (c)) unless written notice asserting an indemnification or otherwise) with respect claim based thereon is given to any Breach the Indemnitor prior to the later of (i) a covenant or obligation to be performed or complied with prior to the second (2nd) anniversary of the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) the first (1st) anniversary of the date on which a representation covenant or warranty agreement is to be performed hereunder; (other than one contained in Section 3.12 or 3.13 hereofb) only if on or before three years any Seller Indemnified Claim related to any Taxes unless written notice asserting such an indemnification claim is given prior to the ninetieth (90th) day after the day upon which any potential Tax liability is barred by all applicable statutes of limitation; (c) any Seller Indemnified Claim related to any environmental matters, unless written notice asserting such indemnification claim is given prior to the sixth (6th) anniversary of the Closing Date; provided, Buyer notifies however, the liability of Seller relating to, arising out of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occursor based upon any covenants, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the agreements, representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after relating to the Closing Datetitle to the Purchased Assets, the due authorization of this Agreement or the Litigation described on SCHEDULE 8.H. may be asserted by RTM or a Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known designated by Buyer. (b) If the Closing occursRTM at any time; and, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12provided, further, as to any Company Restaurant which a claim may be made at any time) is excluded from the initial Closing Date purchase and sale pursuant to SECTION 2.B. or (ii) a representation or warranty (other than that SECTION 11.C., the time periods set forth in Section 4.4, above shall be tolled until the actual closing date as to which a claim may be made at any timesuch Company Restaurant(s), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If Subject to Section 6.8 hereof, the Closing occurs, Seller Company will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Initial Closing Date or an Additional Closing Date, as applicable, unless on or before the first anniversary of the Additional Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date), as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after Purchaser notifies the Closing Date, Buyer notifies Seller Company of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. Purchaser; a claim with respect to Section 2.9 may be brought at any time on or before the fourth anniversary of the Additional Closing Date (or the fourth anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) .. If the Initial Closing occursand/or the Additional Closing shall occur, Seller Purchaser will have no liability (for indemnification or otherwise) with respect to any Breach of representation or warranty, or covenant or obligation to be performed and complied with prior to the representations and warranties contained in Section 3.12 Initial Closing Date or 3.13 hereof only if the Additional Closing Date, unless on or before five years after the first anniversary of the Additional Closing Date, Date (or the Buyer first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) the Company notifies Seller Purchaser of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyerthe Company. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller the Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (Date, other than those in Sections 2.1 and 2.4(b3.1(c), (f), (g), (l), (n), (o), (u), (v) and Articles 10 and 12(w), as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the second anniversary of the Closing Date, Date the Buyer notifies Seller the Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by the Buyer. ; a claim with respect to Sections 3.1(l), (n), (o), (v) and (w) may be made at any time prior to the expiration of the applicable statute of limitations; a claim with respect to Sections 3.1(c), (f), (g) and (u) or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time indefinitely; provided, however, that the Sellers will have no such liability with respect to any representation or warranty in Section 3.1(o) regarding any Legal Requirement other than the Legal Requirement of a Governmental Body unless, on or before the second anniversary of the Closing Date, the Buyer notifies the Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer; and provided, further, however, that the Sellers will have no such liability under Section 8.2(d) for or under any product warranty made by the Company to any customer with respect to any product shipped or manufactured by the Company prior to the Closing Date unless, on or before the second anniversary of the Closing Date, the Buyer notifies the Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer. (b) If the Closing occurs, Seller the Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, unless on or before the second anniversary of the Closing Date the Sellers notify the Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyerthe Sellers. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller Indemnifying Persons will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to any Breach of (i) a any claims made under Section 8.2(a) or (ii) any claims made under Section 8.2(b) relating to any covenant or obligation to be performed or and complied with by Seller Parties on or prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Date, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the date that is eighteen (18) months following the Closing Date, Buyer notifies Seller the Shareholders’ Committee of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If ; provided, however, that (x) any claims with respect to Sections 2.7, 2.9, 2.13, and 2.23, made under Section 8.2(a), or any claims made under Section 8.2(c) or 8.2(e), may be made at any time prior to the Closing occursexpiration of the applicable statute of limitations and (y) any claims with respect to Sections 2.2(a), Seller will have liability (2.3, 2A.1 and 2A.2, a claim made under Section 8.2(d) or 8.2(f) or a claim for indemnification or otherwise) reimbursement not based upon any covenant or obligation to be performed and complied with respect prior to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerDate may be made at any time. (b) If the Closing occurs, Buyer will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to any Breach of (i) a any claim made under Section 8.3(a) or (ii) any claims made under Section 8.3(b) relating to any covenant or obligation to be performed or and complied with by Buyer on or prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years after the date that is eighteen (18) months following the Closing Date, Seller the Shareholders’ Committee notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers; provided, however, that any claim for indemnification or reimbursement made under Section 8.3(b) not based upon any covenant or obligation to be performed and complied with prior to the Closing Date may be made at any time.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date Date, (i) unless, with respect to all representations, warranties, covenants or obligations, other than those in Sections 2.1 3.3, 3.12, 3.20 and 2.4(b) and Articles 10 and 123.26, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the second anniversary of the Closing Date, Buyer notifies Seller Sellers' Representatives of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; and (ii) unless, with respect to representations and warranties in Section 3.12 or Section 3.20, on or before the sooner of the sixth anniversary of the Closing Date or the expiration of the applicable statute of limitations, Buyer notifies Sellers' Representative of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3 or 3.26 may be made at any time. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, unless on or before the second anniversary of the Closing Date, Sellers notify Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, Sellers. Any matter as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail has been asserted by notice to the extent then known other party that is pending or unresolved at the end of any applicable limitation period shall continue to be covered notwithstanding the foregoing provisions of this Section 10.5 or any applicable statute of limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by Sellerthe parties or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (Date, other than those in Sections 2.1 and 2.4(b3.3, 3A.1, 10.2(d)(ii) and Articles 10 and 1210.2(f), as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the Closing close of business on the thirtieth (30th) day following receipt by Buyer of its consolidated audited financial statements together with an executed final audit report for calendar year 2005 from its independent auditors (but in no event beyond April 30, 2006) (such date referred to herein as the “Indemnification Notification Date”), Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. A claim with respect to Section 3.3, 3A.1, 10.2(d)(ii) or 10.2(f), or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, unless on or before the Indemnification Notification Date, Sellers notify Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerSellers. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date Date, unless within one (other than those in Sections 2.1 and 2.4(b1) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after year following the Closing Date, Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer, except that (i) any claims with respect to Sections 3.8 and 3.9 shall be made in connection with the determination of the Adjustment Amount and no such claim shall be allowed after the final determination of the Adjustment Amount except to the extent that accounts receivable which are treated as collectible and are not reserved against in determining the Adjustment Amount are in fact not collected within 180 days; (ii) a claim with respect to Section 3.11 must be made prior to the expiration of the applicable statute of limitations on the assessment of additional Taxes which is the basis of such claim, (iii) a claim with respect to Section 3.3 must be made prior to three (3) years following the Closing Date; (iv) a claim with respect to Section 3.13 or 3.19 must be made prior to two years following the Closing Date; and (v) a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, unless within one (1) year following the Closing Date, Sellers notify Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occursSellers, Buyer will have liability (except that a claim for indemnification or otherwise) with respect to reimbursement not based upon any Breach of (i) a representation or warranty or any covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. The Company will have no liability (afor ---------------- indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Initial Closing Date or the Additional Closing Date, other than those in Sections 2.9 or 2.11, unless on or before the first anniversary of the Additional Closing Date (or the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date), Purchaser notifies the Company of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Purchaser; a claim with respect to Sections 2.9 or 2.11 may be brought at any time on or before the fourth anniversary of the Additional Closing Date (or the fourth anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date). If the Initial Closing occursand/or the Additional Closing shall occur, Seller Purchaser will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Initial Closing Date or the Additional Closing Date, unless on or before the first anniversary of the Additional Closing Date (other than those in Sections 2.1 and 2.4(bor the first anniversary of the Initial Closing Date if the Additional Closing shall not have occurred by such anniversary date) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the Closing Date, Buyer Company notifies Seller Purchaser of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerCompany. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. 11.3.1 The Seller shall have no liability in respect of any Claim unless the Buyer gives notice in writing to the respective Seller of such Claim no later than by the date being (a12) If months from the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect Date. 11.3.2 The limitation in time set forth in Clause 11.3.1 above shall not apply to any Breach of (i) a covenant or obligation representations and warranties of the parties relating to be performed or complied with prior title to the Closing Date ownership of Shares or Company IP (other than those in Sections 2.1 i.e. Clauses 8.1 and 2.4(b8.10.7) and Articles 10 and 12, as to which a claim may be made at any time, or shall survive indefinitely; (ii) a fraud or wilful misconduct on the part of the Company, Seller, or its directors, officers, employees and advisors in connection with the Agreement which shall survive indefinitely; and (iii) representations and warranties in respect of Tax matters and in respect of which any taxation authority of competent jurisdiction, administering any taxation legislation pursuant to which the Company is subject, has the right to assess, reassess or make additional assessments pursuant to the taxation legislation of such jurisdiction, shall survive until thirty (30) days following the last day that the rights of assessment or reassessment referred to in this sentence cease. Notwithstanding the immediately preceding sentence, any representation or warranty in respect of which indemnification may be sought under this Agreement will survive the time at which it would otherwise terminate if written notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time. 11.3.3 Whenever the Buyer or the Company becomes aware (other than one contained in Section 3.12 or 3.13 hereof) only if on or before three years after the Closing Relevant Date), Buyer notifies Seller of a claim specifying Claim for which the factual basis of the claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Datemay be liable, the Buyer notifies Seller shall as soon as reasonably practicable, but in no event not later than sixty (60) days after the Relevant Date, give notice thereof to the Seller. The notice shall be accompanied by reasonable particulars of a claim the Claim specifying the factual basis nature of the claim in reasonable detail breach if possible, together with any such other information available to the extent then known by Buyer. (b) If Buyer as is reasonably necessary to enable the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect Seller to any Breach of (i) a covenant or obligation to be performed or complied with prior to assess the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis merits of the claim in reasonable detail Claim, to act to preserve evidence and to make such provision as the extent then known by SellerSeller may consider necessary.

Time Limitations. (a) If the Closing occurs, Seller the Stockholders will have no liability (for indemnification or otherwise) with respect to (a) any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, other than those in Sections 2.2, 2.5, 2.9, and 2.17, unless on or before the second anniversary of the Closing Date, Birch notifies the Stockholders of a claim specifying the factual 27 basis of that claim in reasonable detail to the extent then known by Birch; (b) any representation or warranty in Section 2.5, unless on or before the expiration of the statute of limitation applicable to the Tax or Tax Return in question, Birch notifies the Stockholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Birch; and (c) any representation or warranty in Sections 2.9 and 2.17, unless on or before the sixth anniversary of the Closing Date, Birch notifies the Stockholders of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Birch. A claim with respect to Section 2.2 or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. If the Closing occurs, Birch will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Date, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the second anniversary of the Closing Date, Buyer notifies Seller the Stockholders notify Birch of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerStockholders. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller Indemnifying Persons will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to any Breach of (i) a any claims made under Section 8.2(a) or (ii) any claims made under Section 8.2(b) relating to any covenant or obligation to be performed or and complied with by Seller Parties on or prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Date, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the date that is eighteen (18) months following the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If ; provided, however, that (x) any claims with respect to Sections 2.7, 2.9 and 2.13 made under Section 8.2(a), or any claims made under Section 8.2(c), may be made at any time prior to the seventh (7th) anniversary of the Closing occursDate; and (y) any claims with respect to Sections 2.2(a) and 2.3, Seller will have liability (or a claim for indemnification or otherwise) reimbursement not based upon any covenant or obligation to be performed and complied with respect prior to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerDate may be made at any time. (b) If the Closing occurs, Buyer will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to any Breach of (i) a any claim made under Section 8.3(a) or (ii) any claims made under Section 8.3(b) relating to any covenant or obligation to be performed or and complied with by Buyer on or prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years after the date that is eighteen (18) months following the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Seller; provided, however, that any claim for indemnification or reimbursement made under Section 8.3(b) not based upon any covenant or obligation to be performed and complied with prior to the Closing Date may be made at any time.

Time Limitations. (a) If the Closing occurs, Seller will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (Date, other than those in Sections 2.1 3.3, 3.11, and 2.4(b) and Articles 10 and 123.20, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after twenty-four (24) months from the date of Closing Date, Buyer notifies Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer; a claim with respect to Section 3.20, may be made within thirty-six (36) months from the date of Closing and a claim with respect to Section 3.3 and 3.11 may be made at any time prior to the expiration of the applicable statute of limitations. If the Closing occurs, Seller will have no liability (for indemnification under Section 10.2) or otherwise with respect to any matter covered by Section 10.2(c) unless on or before the date thirty-six (36) months after the Closing Date Buyer notifies Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, unless on or before twenty-four (24) months from the date of Closing Seller notify Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occursSeller provided, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12however, as to which that a claim by Seller under Section 4.6 may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as time prior to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis expiration of the claim in reasonable detail to the extent then known by Sellerapplicable statute of limitations.

Time Limitations. (a) If the Closing occursThe Buyer Indemnified Persons shall have no right to recover any amounts under Section 8.2(a), Seller will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the fifteen (15) month anniversary of the Closing Date, Buyer notifies Seller the Equityholder in writing of a claim specifying the factual basis of the claim in reasonable detail or breach under Section 8.2(a) specifying, to the extent then known by Buyer. If , the Closing occursfactual basis of that claim or breach in reasonable detail; provided, Seller will have liability however, that notwithstanding the foregoing (for indemnification i) any written notice of any claim or otherwise) breach with respect to any Breach Fundamental Representations, or a claim for indemnification or reimbursement to the extent not arising under Section 8.2(a), must be made by Buyer at any time prior to the expiration of the representations applicable statute of limitations period, and warranties contained in Section 3.12 (ii) any written notice of any claim or 3.13 hereof only if breach with respect any Additional Representations must be made by Buyer on or before five years after the thirty (30) month anniversary of the Closing Date. The Buyer Indemnified Persons shall have no right to recover any amounts under Section 8.2(i), unless on or before the eighteen (18) month anniversary of the Closing Date, the Buyer notifies Seller the Equityholder in writing of a claim specifying the factual basis of the claim in reasonable detail or breach under Section 8.2(i) specifying, to the extent then known by Buyer, the factual basis of that claim or breach in reasonable detail. (b) If the Closing occurs, Buyer will The Premier Indemnified Persons shall have liability (for indemnification or otherwise) with respect no right to recover any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in amounts under Section 4.4, as to which a claim may be made at any time8.3(a), only if unless on or before three years after the fifteen (15) month anniversary of the Closing Date, Seller the Equityholder notifies Buyer in writing of a claim specifying the factual basis of the claim in reasonable detail or breach under Section 8.3(a) specifying, to the extent then known by Sellerthe Equityholder, the factual basis of that claim or breach in reasonable detail; provided, however, that notwithstanding the foregoing any written notice of any claim or breach with respect to any Fundamental Representations, or a claim for indemnification or reimbursement to the extent not arising under Section 8.3(a), must be made by the Equityholder at any time prior to the expiration of the applicable statute of limitations period. (c) Nothing contained herein (including clauses (a) and (b) of Section 8.6) shall limit or restrict any Buyer Indemnified Person’s or any Premier Indemnified Person’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. (d) Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification under Section 8.2 has been delivered to the Premier Parties, or under Section 8.3 has been delivered to Buyer, prior to the applicable time limitation set forth in this Section 8.6, the applicable representations, warranties, covenants and obligations and indemnification obligations related to the claim set forth therein shall continue with respect to such claim until the Final Resolution thereof and, if applicable, payment of such claim in accordance with the provisions of Section 8.9.

Time Limitations. (a) If the Closing occurs, Seller Indemnifying Persons will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to any Breach of (i) a any claims made under Section 8.2(a) or (ii) any claims made under Section 8.2(b) relating to any covenant or obligation to be performed or and complied with by Seller Parties on or prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Date, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the date that is eighteen (18) months following the Closing Date, Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If ; provided, however, that (x) any claims with respect to Sections 2.7, 2.9, 2.13 and 2.25 made under Section 8.2(a), or any claims made under Section 8.2(c), may be made at any time prior to the Closing occursdate that is thirty (30) days after the expiration of the statute of limitations applicable to the subject matter thereof to which the claim for indemnification relates; and (y) any claims with respect to Sections 2.2(a) and 2.3, Seller will have liability (or a claim for indemnification or otherwise) reimbursement not based upon any covenant or obligation to be performed and complied with respect prior to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerDate may be made at any time. (b) If the Closing occurs, Buyer will have no indemnification liability (for indemnification or otherwise) under this Article VIII with respect to any Breach of (i) a any claim made under Section 8.3(a) or (ii) any claims made under Section 8.3(b) relating to any covenant or obligation to be performed or and complied with by Buyer on or prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years after the date that is eighteen (18) months following the Closing Date, Seller notifies Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers; provided, however, that any claim for indemnification or reimbursement made under Section 8.3(b) not based upon any covenant or obligation to be performed and complied with prior to the Closing Date may be made at any time.

Time Limitations. (a) If the Closing Date occurs, Seller SELLER will not have any liability (for indemnification or otherwise) for breach, unless all the following conditions are complied with: (1) the said breach is material and solely attributable to SELLER, (2) the said material breach arises from any covenant or obligation to be performed or complied with respect by SELLER up to Closing Date, (3) BUYER notifies SELLER in writing of such material breach before the first year anniversary of Closing Date and (4) the said material breach was not previously disclosed by SELLER. The notice must specify the factual basis of the said claim in reasonable detail to the extent known by BUYER. If the liability is related to (i) Tax pertaining to the Purchased Assets or imposed by a Governmental Body arising before the Closing Date or (ii) SELLER’s obligations under the last paragraph of Section 2.03(a) and Section 4.03(c), the time limitation stated in this Section 8.04 shall not apply. For the avoidance of doubt, once Closing Date occurs, SELLER shall not have any Breach liability for any breach of a representation or warranty of SELLER specified in this Agreement, except for those in Paragraphs (f) and (g) of Article 6. (b) Upon the occurrence of Closing Date, BUYER shall have no liability (for indemnification or otherwise) for breach of (i) a covenant or obligation to be performed or complied with prior to before the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if warranty, unless on or before three years after the first anniversary of Closing Date, SELLER notifies BUYER in writing of a claim accruing on or before the Closing Date, Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If the Closing occurs, Seller will have liability (for indemnification or otherwise) with respect to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerSELLER. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (Date, other than those in Sections 2.1 3.3, 3.11, 3.13, and 2.4(b) and Articles 10 and 123.19, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the Closing DateDecember 31, 2005, Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer; a claim with respect to Section 3.3, 3.11, 3.13, or 3.19, or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, may be made at any time. If the Closing occurs, Seller Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, the unless on or before December 31, 2005 Sellers notify Buyer notifies Seller of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer Sellers. Limitations on Amount--Sellers. Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a), clause (b) or, to the extent relating to any Breach of (i) a covenant failure to perform or obligation to be performed or complied with comply prior to the Closing Date Date, clause (other than those c) of Section 10.2 until the total of all Damages with respect to such matters exceeds Ten Thousand US Dollars ($10,000.00), and then only for the amount by which such Damages exceed Ten Thousand US Dollars ($10,000.00). Sellers will have no liability (for indemnification or otherwise) with respect to the matters described in Article 12clause (d) of Section 10.2 until the total of all Damages with respect to such matters exceeds Ten Thousand US Dollars ($10,000.00), as and then only for the amount by which such Damages exceed Ten Thousand US Dollars ($10,000.00). However, this Section 10.6 will not apply to any Breach of any of Sellers' representations and warranties of which a claim may be made either Seller had Knowledge at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail time prior to the extent then known date on which such representation and warranty is made or any intentional Breach by Sellereither Seller of any covenant or obligation, and Sellers will be jointly and severally liable for all Damages with respect to such Breaches.

Time Limitations. (a) If the Closing occurs, Seller will Sellers shall have no liability (for indemnification or otherwise) with respect to any Breach of to: (i) a any representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Sections 2.1 and 2.4(b) and Articles 10 and 12Section 3.1, as to which a claim may be made at any timeSection 3.2, Section 3.3, the third sentence of Section 3.6, Section 3.11, or (iiSection 3.19) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if unless on or before three years after the second anniversary of the Closing Date, Buyer notifies Seller Date Buyers notify Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by BuyerBuyers; and (ii) the representations and warranties in Section 3.11, or a claim for indemnification or reimbursement not based upon any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date, unless on or before the date that is sixty days after the applicable statute of limitations period for such matters as determined by Buyers in their sole discretion, Buyers notify Sellers of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by Buyers. A claim with respect to the representations and warranties in Section 3.1, Section 3.2, Section 3.3, the third sentence of Section 3.6, or Section 3.19 may be made at any time by written notice thereof from Buyers to Sellers. (b) If the Closing occurs, Seller Buyers will have no liability (for indemnification or otherwise) with respect to any Breach of the representations representation or warranty, or covenant or obligation to be performed and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after complied with prior to the Closing Date, other than those in Section 4.2, unless on or before the Buyer notifies Seller second anniversary of the Closing Date Sellers notify Buyers of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. (b) If the Closing occurs, Buyer will have liability (for indemnification or otherwise) with respect to any Breach of (i) a covenant or obligation to be performed or complied with prior to the Closing Date (other than those in Article 12, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if on or before three years after the Closing Date, Seller notifies Buyer of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by Seller. A claim with respect to the representations and warranties in Section 4.2 may be made at any time by written notice thereof from Sellers to Buyers.

Time Limitations. (a) If the Closing occurs, Seller Sellers will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (Date, other than those in Sections 2.1 3.1, 3.2, 3.3, 3.6, 3.11, 3.13, 3.19, 3.20, 3.21, 3.24 and 2.4(b) and Articles 10 and 12, as to which a claim may be made at any time, or (ii) a representation or warranty (other than one contained in Section 3.12 or 3.13 hereof) only if 3.26 unless on or before three years after eighteen (18) months from the Closing Date, Date Buyer notifies Seller Sellers of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by Buyer. If A claim with respect to Sections 3.11, 3.13, 3.19, 3.20 and 3.21 may be made at any time prior to the Closing occursexpiration of the applicable statute of limitations (including extensions thereof as a result of timely filed waivers). A claim with respect to Sections 3.1, Seller will have liability (3.2, 3.3, 3.6, 3.24, and 3.26 or a claim for indemnification or otherwise) reimbursement not based upon any representation or warranty of Sellers or any covenant or obligation of Sellers to be performed and complied with respect prior to any Breach of the representations and warranties contained in Section 3.12 or 3.13 hereof only if on or before five years after the Closing Date, the Buyer notifies Seller of a claim specifying the factual basis of the claim in reasonable detail to the extent then known by BuyerDate may be made at any time. (b) If the Closing occurs, Buyer will have no liability (for indemnification or otherwise) with respect to any Breach of (i) a representation or warranty, or covenant or obligation to be performed or and complied with prior to the Closing Date (other than those in Article 12Date, as to which a claim may be made at any time) or (ii) a representation or warranty (other than that set forth in Section 4.4, as to which a claim may be made at any time), only if unless on or before three years after eighteen (18) months from the Closing Date, Seller notifies Date Sellers notify Buyer of a claim specifying the factual basis of the that claim in reasonable detail to the extent then known by SellerSellers. (c) The representations, warranties and covenants of the Company shall not survive the Closing, and the Company will have no liability (for indemnification, contribution or otherwise) thereafter with respect to any representation or warranty or any covenant or obligation to be performed and complied with prior to the Closing Date. Effective upon the Closing, Sellers shall waive any and all rights to indemnification or contribution from the Company and release the Company from any and all claims based on indemnification or contribution with respect any claim for Damages by any Indemnified Person arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by the Company of any covenant or obligation of the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement, (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Company (or any Person acting on its behalf).