THE DISCLOSURE SCHEDULE HAVING
BEEN OVERSTATED BY THE SELLER IN SUCH STATEMENTS BY AN AMOUNT GREATER THAN TEN
PERCENT (10%) OF THE ACTUAL SUCH "STORE SALES"; PROVIDED, HOWEVER, THAT THE
AGGREGATE LIABILITY OF THE SELLER TO INDEMNIFY THE BUYER INDEMNITEES FOR LOSSES
UNDER THIS §6.3 (INCLUDING, WITHOUT LIMITATION, ANY LOSSES ARISING FROM OR
RELATED TO LOSS OF PROFITS OR PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL
DAMAGES) SHALL IN NO EVENT EXCEED $1,000,000. NOTWITHSTANDING ANY PROVISION OF
THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, §6.4(C) AND §6.5 HEREOF), NO
CLAIMS MAY BE MADE OR SUITS INSTITUTED WITH RESPECT TO THIS §6.3 OR THE PROFIT
AND LOSS STATEMENTS ATTACHED TO §3.14 OF THE DISCLOSURE SCHEDULE UNLESS THE
"STORE SALES" SET FORTH IN SUCH STATEMENTS HAVE BEEN OVERSTATED BY THE SELLER IN
SUCH STATEMENTS BY AN AMOUNT GREATER THAN TEN PERCENT (10%) OF THE ACTUAL SUCH
"STORE SALES".
6.4.
TIME LIMITATIONS.
(A)
REGARDLESS OF ANY INVESTIGATION MADE AT ANY TIME BY OR ON BEHALF
OF ANY PARTY HERETO OR OF ANY INFORMATION ANY PARTY MAY HAVE IN RESPECT THEREOF,
EXCEPT AS SET FORTH IN PARAGRAPHS (B) AND (C) OF THIS §6.4, ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE BY THE BUYER, BUYER PARENT, AND SELLER
HEREIN AND ALL KNOWN, UNKNOWN OR UNASSERTED CLAIMS AND CAUSES OF ACTION WITH
RESPECT THERETO WILL TERMINATE UPON THE CLOSING DATE AND NO CLAIM MAY BE MADE OR
SUIT INSTITUTED WITH RESPECT TO SUCH REPRESENTATIONS AND WARRANTIES PURSUANT TO
THIS §6 THEREAFTER.
(B)
NO CLAIM MAY BE MADE OR SUIT INSTITUTED UNDER §6.1(B), §6.2(B), OR
§6.3 AFTER THE CLOSE OF BUSINESS ON THE DATE THAT IS TWELVE (12) MONTHS AFTER
THE CLOSING DATE.
(C)
CLAIMS MAY BE MADE OR SUITS INSTITUTED AT ANY TIME IF SUCH CLAIMS
OR SUITS ARE BASED UPON FRAUD OR INTENTIONAL MISREPRESENTATION OR ARE UNDER
§6.1(A), §6.1(C), §6.1(D), §6.2(A), OR §6.2(C) (SUBJECT TO ANY APPLICABLE
STATUTES OF LIMITATION).
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(D)
FOR PURPOSES OF THIS §6, ANY CLAIM FOR INDEMNIFICATION SHALL BE
DULY MADE BY DELIVERING WRITTEN NOTICE OF SUCH CLAIM DESCRIBING WITH REASONABLE
SPECIFICITY (IN LIGHT OF THE FACTS THEN KNOWN) THE AMOUNT AND BASIS OF SUCH
CLAIM TO THE BUYER, BUYER PARENT, OR THE SELLER, AS APPLICABLE, PRIOR TO THE
APPLICABLE LIMITATION DATE SPECIFIED IN THIS §6.4.
(E)
NOTWITHSTANDING THE LIMITATION DATES SET FORTH IN THIS §6.4 ABOVE,
OBLIGATIONS TO INDEMNIFY SHALL NOT TERMINATE WITH RESPECT TO ANY CLAIM AS TO
WHICH THE INDEMNIFIED PARTY SHALL HAVE, BEFORE THE EXPIRATION OF THE APPLICABLE
TIME LIMITATION, MADE A BONA FIDE CLAIM BY DELIVERING NOTICE IN ACCORDANCE WITH
§6.4(D) ABOVE.
6.5.
CERTAIN OTHER INDEMNITY MATTERS. EXCEPT WITH RESPECT TO §§ 2.9,
5.1, AND 5.6 AND EXCEPT WITH RESPECT TO CLAIMS RELATING TO FRAUD OR INTENTIONAL
MISREPRESENTATION, THE SOLE AND EXCLUSIVE REMEDIES OF EACH SELLER INDEMNITEE AND
EACH BUYER INDEMNITEE AS AGAINST ANY PERSON FROM AND AFTER THE CLOSING WITH
RESPECT TO ANY AND ALL CLAIMS OF ANY KIND WHATSOEVER RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT SHALL BE PURSUANT TO THE INDEMNIFICATION PROVISIONS SET
FORTH IN