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SECTION 6.05. Collection Rights. By written notice to Sellers, Buyer shall have the right, but
<br /> not the obligation, to set-off, offset, or otherwise recoup any amount to which Buyer, or any other of the
<br /> Buyer Indemnitees, is entitled under this Article VI by withholding such amount from any funds that Buyer
<br /> is obligated to pay under this Agreement or any Related Instrument, in chronological order of due date.
<br /> The exercise of such right by Buyer, in good faith, will not constitute a breach of Buyer's obligations, and
<br /> neither the exercise of such right nor failure to exercise such right will be construed, in any way, as an
<br /> election of remedies or as a limitation of Buyer's other remedies, including the right to recover any
<br /> deficiency or pursue other legal or equitable relief.
<br /> SECTION 6.06. Limitations on Indemnification.
<br /> (a) Except as provided in Section 6.06(c), an Indemnifying Party shall not be liable for any
<br /> claim for indemnification pursuant to Section 6.01(a) or Section 6.02(a), as the case may be, unless and
<br /> until the aggregate amount of indemnifiable Losses which may be recovered from the applicable
<br /> Indemnifying Party equals or exceeds $20,000.00, in which case the Indemnifying Party shall be only be
<br /> liable for the amount of such Losses in excess of the Deductible.
<br /> (b) Except as provided in Section 6.06(c), the maximum aggregate amount of indemnifiable
<br /> Losses which may be recovered from an Indemnified Party pursuant to Section 6.01(a)or Section 6.02(a),
<br /> as the case may be, shall not exceed$800,000.00.
<br /> (c) The limitations in Sections 6.06(a) and 6.06(b) shall not apply to any Proper Authority
<br /> Claim, Fraud Claim,or Tax Claim (each as defined below).
<br /> (d) Any claim for indemnification shall survive the Closing Date, subject to the time
<br /> limitations set forth in this Section 6.06(d) with respect to certain of such claims. Any claim for
<br /> indemnification shall survive the applicable termination date if a party,prior to such termination date,shall
<br /> have advised the other party in writing of facts that constitute or may give rise to an alleged claim for
<br /> indemnification,specifying in reasonable detail the basis for indemnification under this Agreement for such
<br /> claim.
<br /> (i) Any claim for indemnification based on Section 6.01(a) or Section 6.02(a) other
<br /> than a claim referred to in Section 6.06(d)(ii)or 6.06(d)(ifij shall be made during the period from the Closing
<br /> Date until the 18 month anniversary of the Closing Date.
<br /> (ii) Any claim for indemnification based on the breach by any Seller of any
<br /> representation or warranty set forth in Section 3.15 may be made at any time prior to the fourth anniversary
<br /> of the Closing Date.
<br /> (iii) Any claim based upon (A) any inaccuracy or breach with respect to any
<br /> representation or warranty in Sections 3.01, 3.02, 3.039 3.04, 3.07, the first two sentences of 3.08. 4.01,
<br /> 4.02, or 4.03 ("Proper Authority Claim"); (B) any willful, grossly negligent, fraudulent, or intentional
<br /> misrepresentation of any Seller or Buyer, as applicable, contained in this Agreement, any Related
<br /> Instrument,or any other document, list, exhibit, Schedule, or instrument furnished in connection herewith
<br /> or therewith, including,with respect to Sellers, any assessment by a Taxing authority alleged to arise from
<br /> a willful,false,or fraudulent intent to evade Taxes, or from any failure to file a return("Fraud Claim"); or
<br /> (C) the failure of any Seller to pay Taxes for periods through and including the Closing Date, a
<br /> misrepresentation of any Seller with respect to Section 3.17, and matters arising under Section 6.01(d)
<br /> ("Tax Claim"), in each case, may be made until 120 days after the date that such claim is barred by the
<br /> applicable statute of limitations.
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