Citigroup (C)

8.5         Limitations, Sole and Exclusive Remedy.

(a)           Any claim for indemnification arising or resulting from any inaccuracy of such Party’s representations and warranties pursuant to Section 8.1(i) or 8.2(i) must be presented in writing in accordance with Section 8.3 prior to June 30, 2011.  Neither the Sellers nor the Purchaser shall have any obligation to indemnify any other Party pursuant to Section 8.1(i) or 8.2(i) in relation to any claim made after such date.  Any claim for indemnification pursuant to Section 8.7(a)(ii) must be presented in writing in accordance with Section 8.3 prior to the third anniversary of the Closing Date.  NCH shall have no obligation to indemnify any Party pursuant to section 8.7(a)(ii) in relation to any claim made after such date.  For the avoidance of doubt, any claims relating to the Excluded Liabilities are not subject to subject to such limitation.

(b)           The Sellers shall not be liable to the Purchaser under this Agreement in respect of any claim or series of claims arising or resulting from any inaccuracy of the Sellers’ representations or warranties unless and until the aggregate amount of such claims or series of claims exceeds ¥5.45 billion, and any liability in respect thereof shall only be for the amount of Damages in excess of such amount; provided, that claims relating to breaches of the representations and warranties set forth in Section 1, 2, 3(a), 3(b) and 3(s) of Schedule 3.1 are not subject to such limitation.

(c)           The aggregate liability of the Sellers to the Purchaser for all claims arising under this Agreement shall not (in the absence of fraud) exceed ¥100 billion; provided that the aggregate liability relating to a breach of the representations and warranties set forth in Section 1(a), 1(b), 1(c), 2, 3(a), 3(b) and 3(s) of Schedule 3.1 is not subject to such limitation, and the aggregate liability of any Seller for all claims arising under this Agreement shall not exceed the portion of the Purchase Price paid to or for the account of such Seller and its wholly-owned Subsidiaries and the aggregate liability of all Sellers shall not in any event exceed the Purchase Price.  For the avoidance of doubt, any claims relating to the Excluded Liabilities or under the indemnity in Section 8.7 are not subject to such ¥100 billion limitation.

(d)           The aggregate liability of the Purchaser to the Sellers for all claims arising under this Agreement shall not (in the absence of fraud) exceed ¥100 billion; provided that the aggregate liability of the Purchaser to the Sellers for failure to pay the Purchase Price shall not in any event exceed the Purchase Price, and the liability of the Purchaser to an

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