Common use of Effective Date; Survival Clause in Contracts

Effective Date; Survival. All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to Seller’s Bring Down Certificate and Purchaser’s Bring Down Certificate, as applicable. All of the Seller’s Representations and the Purchaser’s Representations and Manager’s representations and warranties under the MTA shall survive Closing for a period of eighteen (18) months after the Closing Date (the “Outside Claim Date”) except for (a) claims as to which notice has been given prior to such date and which are pending on such date, (b) claims based upon representations and warranties set forth in Sections 6.1.1 and 6.1.8(b) hereof or Seller’s and Existing Operator’s indemnification obligations with respect to Program Reimbursements, and claims based upon representations and warranties set forth in Sections 6.2.1, or 6.2.2 or the first sentence of Section 9.9, and claims based on Manager’s representations and warranties under Sections 4.1 and 4.2 of the MTA or JV Partner’s representations and warranties under Sections 3.1 and 3.2 of the MTA (collectively, the “Fundamental Representations”), which shall survive without limitation, and (c) claims based upon representations and warranties set forth in Sections 6.1.15 or 6.1.17 and claims based on Manager’s representations and warranties under Section 4.4 of the MTA, which shall survive until the expiration of the applicable statute of limitations. The covenants contained in this Agreement shall survive the Closing until performed in accordance with their terms (unless and to the extent performance thereof of properly waived). Any claim by Seller, Existing Operator or Purchaser with respect to any breach of the Seller’s Representations or the Purchaser’s Representations or Manager’s representations and warranties under the MTA, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail, to the extent then known, the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date. Notwithstanding anything to the contrary contained herein, no individual claim pursuant to Sections 9.2(i) or 9.3(i) shall be permitted hereunder unless the amount of such claim (or series of related claims) shall exceed Twenty Five Thousand and no/100 Dollars ($25,000.00) (any such claim, a “De Minimis Claim”), other than claims in respect of a breach of or inaccuracy in a Fundamental Representation.

Effective Date; Survival. All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to Seller’s to, and subject to, the Bring Down Certificate Certificates of Seller and Purchaser’s Bring Down Certificate, as applicable. All of the Seller’s Representations Representations, Seller’s Covenants and the Purchaser’s Representations and Manager’s representations and warranties under the MTA shall survive Closing for a period of eighteen twelve (1812) months after the Closing Date (the “Outside Claim Date”) except for (a) claims as to which notice has been given prior to such date and which are pending on such date), (b) claims based upon representations and warranties set forth in Sections 6.1.1 and 6.1.8(b) hereof or Seller’s and Existing Operator’s indemnification obligations with respect to Program Reimbursements, and claims based upon representations and warranties set forth in Sections 6.2.1, or 6.2.2 or the first sentence of Section 9.9, and claims based on Manager’s representations and warranties under Sections 4.1 and 4.2 it being agreed that none of the MTA other covenants or JV Partner’s representations and warranties under Sections 3.1 and 3.2 of the MTA (collectively, the “Fundamental Representations”), which shall survive without limitation, and (c) claims based upon representations and warranties set forth in Sections 6.1.15 or 6.1.17 and claims based on Manager’s representations and warranties under Section 4.4 of the MTA, which shall survive until the expiration of the applicable statute of limitations. The covenants agreements contained in this Agreement shall survive the Closing until performed in accordance with their terms (unless and to the extent performance thereof of properly waived)except as otherwise expressly provided herein. Any claim by Seller, Existing Operator Seller or Purchaser with respect to any breach of the Seller’s Representations Representations, Seller’s Covenants or the Purchaser’s Representations or Manager’s representations and warranties under the MTARepresentations, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail, to the extent then known, detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date. Notwithstanding anything to the contrary contained herein, no individual claim pursuant to Sections 9.2(i) or 9.3(i) shall be permitted hereunder with respect to any breach of the Seller’s Representations, Seller’s Covenants or the Purchaser’s Representations, unless the amount of such claim (or series of related claims) shall exceed Twenty Thirty-Five Thousand and no/100 00/100 Dollars ($25,000.0035,000) (any such claim, a “De Minimis Claim”). Notwithstanding anything to the contrary contained in this Agreement, other than claims (i) if to Purchaser’s Knowledge, prior to the Closing, any of the Seller’s Representations is inaccurate, untrue or incorrect in any way, then, subject to Section 10.2, Purchaser shall not be permitted to make any claim and shall have no recourse, right of action or claim against Seller pursuant to this Article XIII or otherwise pursuant to this Agreement, or at law or in equity, and Seller shall have no liability or obligation to Purchaser, with respect to the breach of such Seller’s Representations (provided that this clause (i) shall only apply if Purchaser shall have had the right to terminate this Agreement pursuant to Section 8.1), and (ii) if Purchaser has actual knowledge that any of the covenants of Seller to be performed on or before the Closing Date has not been performed prior to the Closing, and Purchaser consummates the Transactions even though Purchaser had the right to terminate this Agreement pursuant to Section 8.1 in connection with such non-performance, Purchaser will be deemed to have waived Seller’s satisfaction of any such covenants, and Purchaser shall have no recourse, right of action or claim against Seller in respect of a any such breach of covenant. Seller’s indemnification obligations under Section 13.2 with respect to Seller Indemnifiable Damages resulting from or inaccuracy arising out of any FCA Action shall survive Closing until sixty (60) days following the expiration of the applicable statute of limitations (the “Outside FCA Claim Date”). Any claim by Purchaser with respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action shall be effective and valid only if made in a Fundamental Representationwriting (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made against Seller) on or prior to the Outside FCA Claim Date.

Effective Date; Survival. All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to Seller’s Bring Down Certificate and Purchaser’s Bring Down Certificate, as applicable (except such Seller’s Representations or Purchaser’s Representations that are made as of the Effective Date or a date certain, which shall only be made as of the Effective Date or such date certain, as applicable). All of the Seller’s Representations and the Purchaser’s Representations and Manager’s representations and warranties under the MTA shall survive Closing for a period of eighteen (18) months after the Closing Date (the each, an “Outside Claim Date”) except for ): (a) claims as to which notice has been given prior to such date and which are pending on such date, (b) claims based upon representations and warranties set forth in Sections 6.1.1 and 6.1.8(b) hereof or Seller’s and Existing Operator’s indemnification obligations with respect to Program Reimbursementsthe Fundamental Representations, indefinitely, and claims based upon representations and warranties set forth in Sections 6.2.1, or 6.2.2 or Tax Representations the first sentence of Section 9.9, and claims based on Manager’s representations and warranties under Sections 4.1 and 4.2 of the MTA or JV Partner’s representations and warranties under Sections 3.1 and 3.2 of the MTA date that is sixty (collectively, the “Fundamental Representations”), which shall survive without limitation, and (c60) claims based upon representations and warranties set forth in Sections 6.1.15 or 6.1.17 and claims based on Manager’s representations and warranties under Section 4.4 of the MTA, which shall survive until days after the expiration of the applicable statute of limitations. The limitations with respect thereto, and (b) with respect to any matters not covered by clause (a), for a period of twelve (12) months after the Closing Date, it being agreed that none of the covenants contained in this Agreement shall survive the Closing until performed in accordance with their terms (unless and to the extent performance thereof of properly waived)except as otherwise expressly provided herein. Any claim by Seller, Existing Operator Seller or Purchaser with respect to any breach of the Seller’s Representations or the Purchaser’s Representations or Manager’s representations and warranties under the MTARepresentations, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail, to the extent then known, detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date. For purposes of this Section 9.1, (i) “Fundamental Representations” shall mean the representations set forth in Sections 6.1.1, 6.1.12 and 6.1.19 and (ii) “Tax Representations” shall mean the representations set forth in Sections 6.1.2, 6.1.11 and 6.1.20. Notwithstanding anything to the contrary contained hereinin this Agreement, if to Purchaser’s Knowledge, any of the Seller’s Representations is inaccurate, untrue or incorrect in any way, Purchaser shall not be permitted to make any claim and shall have no individual recourse, right of action or claim against Seller pursuant to Sections 9.2(i) this Article IX or 9.3(i) otherwise pursuant to this Agreement, or at law or in equity, and Seller shall be permitted hereunder unless have no liability or obligation to Purchaser, with respect to the amount breach of such claim (or series of related claims) shall exceed Twenty Five Thousand and no/100 Dollars ($25,000.00) (any such claim, a “De Minimis Claim”), other than claims in respect of a breach of or inaccuracy in a Fundamental RepresentationSeller’s Representations.