Any Indemnification Claim or claim under [Section 9.2] or [Section 10.2] required to be made on or prior to the expiration of the applicable survival period set forth in [Section 9.1] or [Section 10.8], as applicable, and not made, shall be irrevocably and unconditionally released and waived by the Party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by this [Section 9.4] is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in [Section 9.1] or [Section 10.8], as applicable, for the assertion of claims under this Agreement are the result of arms’ length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.

Any Indemnification Claim or claim under [Section 9.2] or [Section 10.2] required to be made on or prior to the expiration of the applicable survival period set forth in [Section 9.1] or [Section 10.8], as applicable, and not made, shall be irrevocably and unconditionally released and waived by the Party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this [Section 9.4]Section 8.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in [Section 9.1] or [Section 10.8], as applicable,this Section 8.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.

Any Indemnification Claim or claim underNotwithstanding anything herein to the contrary, no claims may be asserted pursuant to [Section 9.2] after the expiration of the survival period applicable to such representation, warranty, covenant, agreement or other obligation as specified in this [Section 10.2] required to be made on or9.1]; provided, that the good faith written assertion with reasonable specificity (to the extent known at such time) (a “Claims Notice”) prior to the expiration of the applicable survival period set forth in [Section 9.1] or [Section 10.8], as applicable, and not made,of any such claim by a party for indemnification hereunder shall be irrevocablyvalid and unconditionally released and waived by the Party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by this [Section 9.4] is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitationstimely with respect to the breach or alleged breach of any such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in [Section 9.1]specific representation or [Section 10.8], as applicable, for the assertion of claims under this Agreement are the result of arms’ length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.warranty.