Common use of Extended Survival Clause in Contracts

Extended Survival. Notwithstanding Section 7.3(a): (i) the Fundamental Representations (or any inaccuracy of the Seller Closing Certificate with respect to the Fundamental Representations) and all representations and warranties contained in any Related Agreement (other than the Seller Closing Certificate), subject to any applicable limitation expressly stated herein or such Related Agreement, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at, 11:59 p.m., Mountain Time, on the later of the date that is the six-year anniversary of the Closing Date and the date of expiration of the last applicable statute of limitation applicable to the underlying claim, and neither Seller nor Owner will have any obligation to provide indemnification pursuant to Section 7.1(a)(i) for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty unless a Claim with respect thereto is asserted on or prior to such time; (ii) all Claims based on Section 7.1(a)(ii) and Section 7.15(a)(ii), subject to any applicable limitation expressly stated herein or any applicable Related Agreement, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at 11:59 p.m., Mountain Time, on the date of expiration of the last applicable statute of limitation, and no Party will have any obligation to provide indemnification pursuant to Section 7.1(a)(ii) or Section 7.15(a)(ii), as applicable, with respect thereto unless any such Claim is asserted in accordance with this ARTICLE VII on or prior to such time; and (iii) all Claims based on Section 7.1(a)(iii), Section 7.1(a)(iv), or Section 7.15(a)(iii) will survive the Closing indefinitely.

Extended Survival. Notwithstanding Section 7.3(a): (i) the Fundamental Representations (or and Purchaser Fundamental Representations, subject to any inaccuracy applicable limitation stated herein, will survive the Closing and the consummation of the Seller Closing Certificate with respect to transactions contemplated hereby for a period of six (6) years; (ii) the Fundamental Extended Representations) and all representations and warranties contained in any Related Agreement (other than the Seller Closing Certificate), subject to any applicable limitation expressly stated herein or such Related Agreementherein, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at, 11:59 p.m., Mountain Time, on the later of the date that is the sixthree-year anniversary of the Closing Date and the date of expiration of the last applicable statute of limitation applicable to the underlying claimDate, and neither no Seller nor Owner or Equityholder will have any obligation to provide indemnification pursuant to Section 7.1(a)(i7.1(b)(i) for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty unless a Claim with respect thereto is asserted on or in accordance with this ARTICLE VII prior to such time; (iiiii) all covenants and agreements of the parties contained herein shall survive the Closing and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus thirty (30) days; and (iv) all Claims based on Section 7.1(a)(ii) and Section 7.15(a)(ii7.1(b)(iii), subject to any applicable limitation expressly stated herein Section 7.1(b)(v) or any applicable Related AgreementSection 7.1(c)(iii), will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at 11:59 p.m., Mountain Time, on the date that is 60 days after the date of expiration of the last applicable statute of limitation, limitation and no Party Seller, Equityholder or Purchaser will have any obligation to provide indemnification pursuant to Section 7.1(a)(ii7.1(b)(iii), Section 7.1(b)(v) or Section 7.15(a)(ii7.1(c)(iii), as applicable, with respect thereto unless any such Claim is asserted in accordance with this ARTICLE VII Section 6.10 on or prior to such time; and (iii) all Claims based on Section 7.1(a)(iii), Section 7.1(a)(iv), or Section 7.15(a)(iii) will survive the Closing indefinitely.

Extended Survival. Notwithstanding Section 7.3(a8.3(a): (i) the Fundamental Representations (or including any inaccuracy certification as to the accuracy of the Seller Closing Certificate with respect to the Fundamental Representations) and all representations and warranties Representations contained in any Related Agreement (other than certificate furnished by the Seller Closing Certificate), subject Company pursuant to any applicable limitation expressly stated herein or such Related this Agreement, ) will survive the Closing and the consummation of the transactions contemplated hereby Merger and Other Transactions until, and will terminate at, 11:59 p.m., Mountain Eastern Time, on the later of (A) the date that is 90 days after the six-year anniversary of the Closing Date and the date of expiration of the last applicable statute of limitation applicable to limitations and (B) the underlying claimdate that is seven years after the Closing Date, and neither Seller nor Owner the Indemnifying Securityholders will not have any obligation to provide indemnification pursuant to Section 7.1(a)(i8.1(a)(i) for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty warranty, unless notice of a Claim with respect thereto is asserted has been given in accordance with this Article VIII on or prior to such time; (ii) all Claims based on and related rights to indemnification pursuant to Section 7.1(a)(ii8.1(a)(ii) and Section 7.15(a)(ii), subject to any applicable limitation expressly stated herein or any applicable Related Agreementherein, will survive the Closing and the consummation of the transactions contemplated hereby Merger and Other Transactions until, and will terminate at at, 11:59 p.m., Mountain Eastern Time, on the date of that is 90 days after the expiration of the last applicable statute of limitationlimitations, and no Party the Indemnifying Securityholders will not have any obligation to provide indemnification pursuant to Section 7.1(a)(ii8.1(a)(ii) or Section 7.15(a)(ii), as applicable, with respect thereto unless any such notice of a Claim is asserted with respect thereto has been given in accordance with this ARTICLE VII Article VIII on or prior to such time; and (iii) notwithstanding anything herein to the contrary, all Claims based on and related rights to indemnification arising pursuant to Sections 8.1(a)(iii) through (ix) or, in the case of Claims and related rights to indemnification arising pursuant to Section 7.1(a)(iii8.1(a)(i) or Section 8.1(a)(ii), Section 7.1(a)(iv), or Section 7.15(a)(iii) for fraud will survive the Closing indefinitelyand the consummation of the Merger and Other Transactions until, and will terminate at, 11:59 p.m., Eastern Time, on the later of (A) the date that is 90 days after the expiration of the last applicable statute of limitations and (B) the date that is seven years after the Closing Date.

Extended Survival. Notwithstanding Section 7.3(a): (i) the Fundamental Representations (or and Purchaser Fundamental Representations, subject to any inaccuracy applicable limitation stated herein, will survive the Closing and the consummation of the Seller Closing Certificate with respect to transactions contemplated hereby indefinitely; (ii) the Fundamental Extended Representations) and all representations and warranties contained in any Related Agreement (other than the Seller Closing Certificate), subject to any applicable limitation expressly stated herein or such Related Agreementherein, will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at, 11:59 p.m., Mountain Time, on the later of the date that is the sixthree-year anniversary of the Closing Date and the date of expiration of the last applicable statute of limitation applicable to the underlying claimDate, and neither no Seller nor Owner or Equityholder will have any obligation to provide indemnification pursuant to Section 7.1(a)(i7.1(b)(i) for any breach or inaccuracy, or allegation by any third party which, if true, would be a breach or inaccuracy of any such representation or warranty unless a Claim with respect thereto is asserted on or prior to in accordance with this ARTICLE VII following such time; (iiiii) all covenants and agreements of the Parties contained herein shall survive the Closing and shall remain in full force and effect for the duration of their terms (or, if no term is specified, then such covenants and agreements shall survive until the expiration of any applicable statute of limitations plus ninety (90) days) (provided, however, that the confidentiality covenants set forth in Section 6.2 shall survive indefinitely); and (iv) all Claims based on Section 7.1(a)(ii) and Section 7.15(a)(ii7.1(b)(iii), subject to any applicable limitation expressly stated herein Section 7.1(b)(iv) or any applicable Related AgreementSection 7.1(c)(iii), will survive the Closing and the consummation of the transactions contemplated hereby until, and will terminate at 11:59 p.m., Mountain Time, on the date that is sixty (60) days after the date of expiration of the last applicable statute of limitation, limitation and no Party Seller, Equityholder or Purchasers will have any obligation to provide indemnification pursuant to Section 7.1(a)(ii7.1(b)(iii), Section 7.1(b)(iv) or Section 7.15(a)(ii7.1(c)(iii), as applicable, with respect thereto unless any such Claim is asserted in accordance with this ARTICLE VII Section 6.11 on or prior to such time; and (iii) all Claims based on Section 7.1(a)(iii), Section 7.1(a)(iv), or Section 7.15(a)(iii) will survive the Closing indefinitely.