Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunder. Notwithstanding the foregoing, after Closing, any assertion by Buyer or any Buyer Indemnified Party that Seller is liable to Buyer or any Buyer Indemnified Party for indemnification under the terms of this Agreement or otherwise in connection with the transactions contemplated in this Agreement must be made in writing and must be given to Seller (or not at all) on or prior to the date that is eighteen (18) months after the Closing Date, except for (i) indemnification for breach of Seller's representation in Section 4.1(n) which must be made in writing and must be given to Seller (or not at all) on or prior to the date that is twenty-four (24) months after the Closing Date and (ii) indemnification for matters addressed in Section 6.6 and Section 11.1(iii) which must be made in writing and must be given to Seller (or not at all) on or prior to the date that is ninety (90) days after the date on which the applicable statute of limitations expires with respect to the matters covered thereby.
Survival and Time Limitation. The representations, warranties and other terms and provisions of this Agreement and any certificate delivered pursuant hereto shall survive the Closing of the transactions contemplated hereunder. Notwithstanding the foregoing, after Closing, any assertion by Parent or Buyer or any Buyer Indemnified Party that Seller or GAC is liable to Parent, Buyer or any Buyer Indemnified Party for indemnification under Section 7.1(a) of this Agreement must be made in writing and must be given to Seller and GAC (or not at all) on or prior to the 12 month anniversary of the Closing Date, except (a) for indemnification for matters addressed in Sections 2.7(a)(v), 2.18, 2.19, 2.20, 2.21(b)(xxi)-(xxiv), 2.22(1)-(n) and 7.5, which must be made in writing and must be given to Seller and GAC (or not at all) on or prior to the date that is ninety (90) days after the date on which the applicable statute of limitations expires with respect to the matters covered thereby and (b) for indemnification for breaches of the representations and warranties contained in Sections 2.1, 2.2 and 2.3, which must be made in writing and may be given to Seller and GAC at any time after the Closing Date without limitation. After Closing, any assertion by Seller or GAC or any Seller Indemnified Party that Parent or Buyer is liable to Seller, GAC or any Seller Indemnified Party for indemnification under Section 7.2(a) of this Agreement or the certificate delivered in respect of Section 5.2(a) of this Agreement must be made in writing and must be given to Buyer and Parent (or not at all) on or prior to the 12 month anniversary of the Closing Date, except for indemnification for breaches of the representations and warranties contained in Sections 3.1 and 3.2, which must be made in writing and may be given to Buyer and Parent at any time after the Closing Date without limitation.
Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunder. Notwithstanding the foregoing, after Closing, any claim by any Buyer Indemnified Party that Seller is liable to such Buyer Indemnified Party under the terms of this Agreement for breach of any representations and warranties of Seller must be given to Seller on or prior to the date that is twelve (12) months after the Closing Date, except for (i) any claims for breach of the representations and warranties of Seller in Sections 3.1, 3.2, 3.3, 3.10, 3.11, 3.12, 3.16, 3.17 and 3.23, and any claims made by Buyer pursuant to Section 5.10, which must be given to Seller (or not at all) on or prior to the date that is ninety (90) days after the expiration of all applicable statutes of limitations with respect to the matters covered thereby, (ii) any claim for breach of the representations and warranties of Seller in Sections 3.7, 3.8, 3.9 and 3.36, which shall survive indefinitely, (iii) except as described in clause (iv) of this Section 7.6, any claim for breach of the representations and warranties of Seller in Section 3.20, which must be given to Seller on or prior to the date that is twenty-four (24) months after the Closing Date, (iv) any claim for breach of Section 3.20 relating to the matters described in Section 7.7 hereof, which shall survive until the later of the complete and conclusive resolution of any such matters with any applicable Governmental Authority or the payment in full of any amounts owed to each Buyer Indemnified Party under Section 7.7, and (v) any claim for breach of Section 3.37, which shall survive for the initial license term of each respective Facility. Notwithstanding the initial sentence of this Section 7.6, after Closing, any claim by any Seller Indemnified Party that Buyer is liable to such Seller Indemnified Party for a breach of any representations and warranties of Buyer must be given to Buyer on or prior to the date that is twelve (12) months after the Closing Date. All covenants and other agreements of Seller and Buyer contained in this Agreement that by their terms are to be performed after the Closing shall survive until the expiration of all applicable statutes of limitations with respect to the matters covered thereby.
Survival and Time Limitation. Except as otherwise set forth herein, the terms and provisions of this Agreement, including the representations and warranties, shall survive the Closing of the transactions contemplated hereunder. Any claim by any Buyer Indemnified Party that Seller is liable to such Buyer Indemnified Party under the terms of this Agreement must be brought against Seller until the expiration of all applicable statutes of limitations. Any claim by any Seller Indemnified Party that Buyer is liable to such Seller Indemnified Party under the terms of this Agreement must be brought against Buyer until the expiration of all applicable statutes of limitations (including any extension thereto).
Survival and Time Limitation. 58 SECTION 11.14
Survival and Time Limitation. All of the covenants, obligations and agreements of the parties set forth in this Article XI shall survive the Effective Time. Notwithstanding the foregoing sentence, after the Effective Time, any assertion by Parent or any Parent Indemnitee that WEUS is liable to Parent or any Parent Indemnitee, or any assertion by WEUS or any Company Indemnitee that Parent is liable to WEUS or any Company Indemnitee, under this Article XI must be made in writing and must be given to the indemnifying party on or prior to the date that is 90 days after the date on which the applicable statute of limitations expires with respect to such matters (or not at all).
Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunder. Notwithstanding the foregoing, after Closing, any assertion by Buyer or any Buyer Indemnified Party that Seller is liable to Buyer or any Buyer Indemnified Party for indemnification under the terms of this Agreement or otherwise in connection with the transactions contemplated in this Agreement must be made in writing and must be given to Seller (or not at all) on or prior to the date that is eighteen (18) months after the Closing Date, except for indemnification for matters addressed in Sections 3.2(i), 3.2(ii), 4.1(e) and 6.6 which must be made in writing and must be given to Seller (or not at all) on or prior to the date that is ninety (90) days after the date on which the applicable statute of limitations expires with respect to the matters covered thereby.
Survival and Time Limitation. The representations, warranties, covenants, and agreements made herein and in the Side Letter shall survive the Closing, but such representations and warranties of the Parties shall terminate as of the Release Date. After Closing, any assertion by a Party that another Party is liable for indemnification under the terms of this Agreement or the transactions contemplated in this Agreement must be made in writing and must be given to the other Party on or prior to the Release Date (or not at all).
Survival and Time Limitation. Except as otherwise set forth herein, the terms and provisions of this Agreement, including the representations and warranties, shall survive the consummation of the Closing contemplated in this Agreement. Any Claim by any JKTC Indemnified Party that CSN is liable to such JKTC Indemnified Party under the terms of this Agreement shall be brought against CSN until the 6th anniversary of the Closing Date, provided that such time limitation shall not apply to Section 8.1(iii) and to Section 8.3. Notwithstanding the foregoing, an indemnification Claim brought pursuant to this ARTICLE VIII before the expiry of such deadlines will not be precluded hereby if the Claim is initiated in writing prior to the expiration of the applicable survival period described in the preceding sentence.
Survival and Time Limitation. All of the representations, warranties, covenants, obligations and agreements of the parties set forth in this Agreement shall survive the Closing. Except as provided in the following sentence, any assertion by any Indemnified Party that an Indemnifying Party is liable for indemnification under the terms of this Agreement must be made in writing and must be given to the Indemnifying Party on or prior to the date that is thirty-six (36) months after the Closing Date. Claims asserted by any Buyer Indemnified Party pursuant to Section 11.2(b), 11.2(c), or 11.2(e), or Claims asserted by any Seller Indemnified Party pursuant to Sections 11.1(b), 11.1(c) or Section 11.1(d)may be brought at any time, irrespective of any limits otherwise imposed by contract or under Applicable Law; Claims asserted by any Buyer Indemnified Party pursuant to Section 11.2(d) may be brought at any time prior to ninety (90) days after the date on which the applicable statute of limitations expires with respect to such matter and Seller hereby agrees not to assert as a defense any statute of limitations, statute of repose, laches or other defense.
