Common use of Survival and Time Limitation Clause in Contracts

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.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Allegheny Energy Inc), Purchase and Sale Agreement (Allegheny Energy Inc), Purchase and Sale Agreement (Allegheny Energy Inc)

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Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunderClosing. Notwithstanding the foregoing, after the Closing, any assertion by Buyer Purchaser or any Buyer Purchaser Indemnified Party that Seller is liable to Buyer Purchaser or any Buyer Purchaser 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 twenty-four (1824) months after the Closing Date, except for (i) indemnification for breach of Seller's representation representations and covenants in Section 4.1(n) Sections 4.10, 4.13(a), 4.14, 4.21, 6.5, 6.15 and 7.1, which must be made in writing and must be given to Seller (or not at all) on or prior to shall survive for the date that is twenty-four (24) months after the Closing Date limitations period provided under applicable Law, and (ii) indemnification for matters addressed in Section 6.6 and Section 11.1(iii11.1(a)(iii) or (iv), 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (PPL Electric Utilities Corp)

Survival and Time Limitation. The terms All of the representations, warranties, covenants, obligations, and provisions agreements of the Parties set forth in this Agreement and the Related Agreements, including those obligations set forth in this Article 12, shall survive the Closing of the transactions contemplated hereunderClosing. Notwithstanding the foregoingforegoing sentence, after Closing, any assertion by Buyer or any Buyer Indemnified Party Indemnitee that Seller is Sellers are liable to Buyer or any Buyer Indemnified Party Indemnitee for indemnification under the terms of this Agreement Agreement, the Related Agreements, or otherwise for any other reason in connection with the transactions contemplated in this Agreement must be made in writing and must be given to Seller (or not at all) Sellers on or prior to the date that is eighteen (18) 18 months after the Closing DateDate (or not at all), except for assertions by Buyer for (i) indemnification for breach of Seller's representation the representations and warranties in (A) Section 4.1(n) 4.10 or the covenants, obligations, and agreements in Article 11, which must be made in writing and must be given to Seller (or not at all) Sellers on or prior to the date that is twenty-four 90 calendar days after the expiration of any applicable statute of limitations (24or not at all) months and (B) Section 4.1, 4.2, 4.3, 4.4, or 4.22, which may be made in writing at any time from and after the Closing Date and or (ii) indemnification for matters addressed in Section 6.6 and Section 11.1(iiiunder Sections 12.1(a)(ii) or 12.1(a)(iv), which must be made in writing and must be given to Seller Sellers on or prior to the expiration of any applicable statute of limitations (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).

Appears in 1 contract

Samples: Purchase and Sale Agreement (El Paso Corp/De)

Survival and Time Limitation. The terms All of the representations, warranties, covenants, obligations, and provisions agreements of the Parties set forth in this Agreement and the Related Agreements, including those obligations set forth in this Article 12, shall survive the Closing of the transactions contemplated hereunderClosing. Notwithstanding the foregoingforegoing sentence, after Closing, any assertion by Buyer Buyers or any Buyer Indemnified Party Indemnitee that Seller is liable to Buyer Buyers or any Buyer Indemnified Party Indemnitee for indemnification under the terms of this Agreement Agreement, the Related Agreements, or otherwise for any other reason 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) 18 months after the Closing DateDate (or not at all), except for assertions by Buyers for (i) indemnification for breach of Seller's representation the representations and warranties in (A) Section 4.1(n4.10 or the covenants, obligations, and agreements in Article 11, which must be made in writing and must be given to the Seller on or prior to the date that is 90 calendar days after the expiration of any applicable statute of limitations (or not at all) and (B) Section 4.1, 4.2, 4.3, 4.4 or 4.22, which may be made in writing at any time from and after the Closing or (ii) indemnification under Section 12(a)(ii) or Section 12.1(a)(iv), which must be made in writing and must be given to Seller on or prior to the expiration of any applicable statute of limitations (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).

Appears in 1 contract

Samples: Purchase and Sale Agreement (El Paso Corp/De)

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Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunderClosing. Notwithstanding the foregoing, after the Closing, any assertion by Buyer Purchaser or any Buyer Purchaser Indemnified Party that Seller is liable to Buyer Purchaser or any Buyer Purchaser 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 twenty-four (1824) months after the Closing Date, except for (i) indemnification for breach of Seller's representation representations and covenants in Section 4.1(n) SECTIONS 4.10, 4.13(a), 4.14, 4.21, 6.5, 6.15 and 7.1, which must be made in writing and must be given to Seller (or not at all) on or prior to shall survive for the date that is twenty-four (24) months after the Closing Date limitations period provided under applicable Law, and (ii) indemnification for matters addressed in Section 6.6 and Section 11.1(iiiSECTION 11.1(a)(iii) or (iv), 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle West Capital Corp)

Survival and Time Limitation. The terms All of the representations, warranties, covenants, obligations, and provisions agreements of the Parties set forth in this Agreement and the Related Agreements, including those obligations set forth in this Article 12, shall survive the Closing of the transactions contemplated hereunderClosing. Notwithstanding the foregoingforegoing sentence, after Closing, any assertion by Buyer Buyers or any Buyer Indemnified Party Indemnitee that Seller is liable to Buyer Buyers or any Buyer Indemnified Party Indemnitee for indemnification under the terms of this Agreement Agreement, the Related Agreements, or otherwise for any other reason 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) 18 months after the Closing DateDate (or not at all), except for assertions by Buyers for (i) indemnification for breach of Seller's representation the representations and warranties in (A) Section 4.1(n4.10 or the covenants, obligations, and agreements in Article 11, which must be made in writing and must be given to the Seller on or prior to the date that is 90 calendar days after the expiration of any applicable statute of limitations (or not at all) and (B) Section 4.1, 4.2, 4.3, 4.4 or 4.22, which may be made in writing at any time from and after the Closing or (ii) indemnification under Section 12(a)(ii) or Section 12.1(a)(iv), which must be made in writing and must be given to Seller on or prior to the expiration of any applicable ststute of limitations (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).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tc Pipelines Lp)

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