Common use of Period for Making Claims Clause in Contracts

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo and the Subsidiary), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve eighteen (1218) months after the Closing Date provided Date; except that, the : (i) the representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) ), (d), (f), and (eh) (HoldCo The Company and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) ), and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date indefinitely (collectively, with the representation and warranties contained in Section 3.11 (Taxes) ), the “Fundamental Representations”), ; (ii) the representations and warranties in Section 3.11 (Taxes) and the indemnification under Section 11.01(a) pertaining thereto and under Section 11.01(e) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations limitations; (iii) the representations and warranties contained in Section 3.15 (Environmental) shall survive the Closing for five (5) years following the Closing Date; (iv) the representations and warranties contained in Section 3.13 (Real Property) and Section 3.14 (Title) shall survive the Closing for four (4) years following the Closing Date; (v) the representations and warranties in Section 3.29 (Projects Condition) shall survive the Closing for a period beginning on the later of (x) that September 30 most closely following the Closing Date, and (iiiy) the Closing Date and ending six (6) months after the later to occur of (x) and (y); (vi) the Specific Environmental Indemnification Items in Section 11.01(c) shall survive the Closing for six (6) years following the Closing Date; (vii) claims pursuant to Section 11.01(d) shall survive the Closing for five (5) years following the Closing Date; (viii) claims pursuant to Sections 11.01(f), 11.01(g), 11.01(h), 11.01(i), 11.01(j), and 11.01(k) shall survive the Closing indefinitely; and (ix) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further further, that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) or Section 11.07 on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC Regional Entity compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) the representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo and the SubsidiarySection 3.09(a)-(b), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 4.07 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”)Date, (ii) the representations and warranties contained in Section 3.11 (Taxes3.11(a)-(g) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations limitations, and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further further, that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim under any Missing Material Contract or for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) the representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (ed) (HoldCo and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC Regional Entity compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No Except as set forth in Section 11.01(b), no claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (Laredo HoldCo, Tapestry HoldCo and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC RFC or SPP compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement representation or obligation warranty made in this Agreement, a written notice of claim prior to the date falling twelve that is (12i) eighteen (18) months after the Initial Closing Date provided thatif such claim relates to the acquisition of the Initial Acquired Interests or an Acquired Entity acquired at the Initial Closing, or eighteen (18) months after the Subsequent Closing Date if such claim relates to the acquisition of Subsequent Acquired Interests or an Acquired Entity acquired at the Subsequent Closing; provided, however, that a claim for any breach of (ia) representations and warranties any representation or warranty contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a)this Agreement involving fraud or fraudulent misrepresentation shall survive the Closing indefinitely, (b) and (e) (HoldCo and the Subsidiary), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) 3.14 shall survive the applicable Closing for five until the expiration of the applicable statute of limitations (5including any extensions thereto to the extent that such statute of limitations may be tolled), (c) years following the Closing Date Sections 3.01, 3.02, 3.04, 3.05(c), 3.12, 4.01 and 4.02 (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), ) shall survive (i) the Initial Closing for thirty-six (36) months with respect to representations related to the acquisition of the Acquired Entities acquired at the Initial Closing and (ii) the Subsequent Closing for thirty-six (36) months with respect to representations related to the acquisition of Acquired Entities acquired at the Subsequent Closing and warranties in (d) claims for indemnification pursuant to Section 3.11 (Taxes11.01(ii), Section 11.01(iii) or Section 11.01(iv) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenantsindefinitely; provided, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further thatfurther, that if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the last day of the applicable foregoing survival expiration dateperiod, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article ARTICLE 11 shall survive with respect to such claim until such claim is finally resolved. With respect Notwithstanding anything to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made the contrary in this Agreement, a written notice all of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Parties’ post-Closing Datecovenants shall survive until performed.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreementunder Section 11.01, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) the representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo Holdco and the SubsidiaryProject Company), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations limitations, and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC Regional Entity compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) the representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (ed) (HoldCo Company and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) ), and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes3.11(a)-(g) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes3.11(a)-(g) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations limitations, (iii) the representation and warranty contained in Section 3.11(h) shall survive the Closing for four (4) years following the Closing Date, and (iiiiv) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further further, that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC Regional Entity compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such the Indemnified Party shall have delivereddelivered to the Indemnifying Party, with respect to any claim for indemnification pursuant to Section 12.01(a)(i), 12.01(b), 12.01(c), 12.01(d) or 12.02(i) for breach of any representation, representation or warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve that is eighteen (1218) months after the Closing Date provided thatDate; provided, the however, that (ia) representations and warranties a claim for any breach of any representation or warranty contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a)this Agreement involving fraud or fraudulent misrepresentation shall survive the Closing indefinitely, (b) and (e) (HoldCo and the Subsidiary), Section 4.01 (Existence), Section 4.02 (Authority) and a claim for any breach of Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) 90 days after the expiration of the applicable Tax statute of limitations or assessment or reassessment period (including any extensions thereto to the extent that such statute of limitations may be tolled or such assessment or reassessment period extended), (c) Sections 3.01(a), 3.01(b), 3.02(a), 3.02(b), 3.03(a), 3.03(b), 3.04(a), 3.04(b), 4.01, 4.02, 4.14(d), 5.01(a), 5.01(b), 5.02(a) and 5.02(b) (the “Fundamental Representations”) shall survive the Closing for thirty-six (36) months, and (iiid) the covenantsa claim for indemnification pursuant to Section 12.01(a)(ii), agreements and obligations in this Agreement 12.02(ii), or any Ancillary Agreement to be performed 12.02(iii), as applicable, shall survive the Closing until the date on which they have been fully performedexpiration of the applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled); provided further thatprovided, further, that if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a12.05(a) on or prior to the last day of the applicable foregoing survival expiration dateperiod, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 ARTICLE 12 shall survive with respect to such claim until such claim is finally resolved. With respect Notwithstanding anything to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made the contrary in this Agreement, a written notice all of claim prior to the date occurring six months after Parties’ and the conclusion of any WECC compliance audit covering a period prior to the Seller Indemnitors’ post-Closing Datecovenants shall survive until performed.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for inaccuracy or breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided thatprovided, the however, that (i) representations the Fundamental Representations, and warranties contained in Section 3.01 (Existence)the indemnification obligations for inaccuracies or breaches with respect thereto, Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a)shall survive indefinitely following the Closing Date, (b) and (e) (HoldCo and the Subsidiary), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) 4.7, and the indemnification obligations for inaccuracies or breaches with respect thereto, shall survive the Closing Date until thirty sixty days (3060) days after following the expiration of the applicable Tax statute of limitations limitations, (iii) the representations and warranties in Section 4.13, and the indemnification obligations for inaccuracies or breaches with respect thereto, shall survive the Closing for four (4) years following the Closing Date, and (iiiiv) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further further, that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) 8.9.2 on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 8 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement representation or obligation warranty made in this Agreement, a written notice of claim prior to the date falling twelve that is (12i) eighteen (18) months after the Closing Date provided thatDate; provided, the however, that a claim for any breach of (ia) representations and warranties any representation or warranty contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a)this Agreement involving fraud or fraudulent misrepresentation shall survive the Closing indefinitely, (b) and Section 3.14 shall survive the Closing until the expiration of the applicable statute of limitations (e) (HoldCo and including any extensions thereto to the Subsidiaryextent that such statute of limitations may be tolled), Section 4.01 (Existencec) Sections 3.01, 3.02, 3.04, 3.05(c), Section 3.12, 4.01 and 4.02 (Authority) and Section 4.08 (Brokersthe “Fundamental Representations”) shall survive the Closing for five thirty-six (536) years following the Closing Date months and (collectively, with the representation and warranties contained in d) claims for indemnification pursuant to Section 3.11 (Taxes) the “Fundamental Representations”11.01(ii), (ii) the representations and warranties in or Section 3.11 (Taxes11.01(iii) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenantsindefinitely; provided, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further thatfurther, that if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the last day of the applicable foregoing survival expiration dateperiod, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article ARTICLE 11 shall survive with respect to such claim until such claim is finally resolved. With respect Notwithstanding anything to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made the contrary in this Agreement, a written notice all of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Parties’ post-Closing Datecovenants shall survive until performed.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC compliance audit covering a period prior to the Closing Date.

Period for Making Claims. No claim under this Agreement (except as provided below) may be made unless such Party shall have delivered, with respect to any claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreementunder Section 11.01, a written notice of claim prior to the date falling twelve (12) months after the Closing Date provided that, the (i) the representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Authority), Section 3.07 (Brokers), Sections 3.09(a), (b) and (e) (HoldCo Holdco and the SubsidiarySubsidiaries), Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.08 (Brokers) shall survive the Closing for five (5) years following the Closing Date (collectively, with the representation representations and warranties contained in Section 3.11 (Taxes) the “Fundamental Representations”), (ii) the representations and warranties in Section 3.11 (Taxes) shall survive until thirty (30) days after the expiration of the applicable Tax statute of limitations limitations, and (iii) the covenants, agreements and obligations in this Agreement or any Ancillary Agreement to be performed from and after the Closing shall survive until the date on which they have been fully performed; provided further that, if written notice for a claim of indemnification has been provided by the Indemnified Party pursuant to Section 11.05(a) on or prior to the applicable survival expiration date, then the obligation of the Indemnifying Party to indemnify the Indemnified Party pursuant to this Article 11 shall survive with respect to such claim until such claim is finally resolved. With Without limiting the foregoing, with respect to any claims related to violations or possible violations of an applicable NERC reliability standard, no claim under this Agreement may be made unless such Party shall have delivered, with respect to any such claim for breach of any representation, warranty, covenant, agreement or obligation made in this Agreement, a written notice of claim prior to the date occurring six months after the conclusion of any WECC Regional Entity compliance audit covering a period prior to the Closing Date.