Common use of Survival and Time Limitations Clause in Contracts

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller of such a claim on or before the date that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants representations and agreements warranties of Seller and the Principals Parties in this Agreement, in any Transaction Document and Ancillary Agreement, or in any other certificate or document delivered pursuant to this Agreement shall or Ancillary Agreement will survive the Closing. Except in the case of Fraud, Seller Closing and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller of such a claim expire on or before the date that is two years eighteen (18) months after the Closing Date. Seller , except that (i) the representations and warranties in [*] (collectively, the Principals “Excluded Representations”) shall not have survive without any Liability with respect to any claim time limitation and (ii) the representations and warranties in [*] (collectively, the “Special Representations”) shall expire on the [*] anniversary of the date [*] (the applicable expiration date for any breach representation or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before warranty is referred to as the date “Expiration Date”); provided, however, that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made if, at any time before prior to the last day applicable Expiration Date, any Buyer Indemnitee or Company Indemnitee (as the case may be) delivers to the Company or Buyer (as the case may be) a written notice alleging the existence of the ultimate limitation period permitted by applicable Law. No party shall have any liability an inaccuracy in or obligation a breach of any nature with respect of such representations and warranties or the existence of any events, facts or circumstances that may give rise to any representationthe right of such Buyer Indemnitee or Company Indemnitee (as the case may be) to assert a claim under this ARTICLE 7, warranty, agreement or covenant after the termination thereof, except with respect to and asserting a claim for indemnification recovery under this Article VIII if written notice thereof has been given ARTICLE 7 based on such alleged inaccuracy, breach, events, facts or circumstances, then the claim asserted in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive such Expiration Date until such time as to such claim until the claim has been is fully and finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained hereinin this ARTICLE 7, if the limitations set forth in Section 7.3(a) shall not apply in the case of fraud or intentional misrepresentation, and any such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements claim shall survive as indefinitely. (c) The right to indemnification of each Party, including payment of any Losses, will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) by such claim until the claim has been finally resolvedParty at any time.

Survival and Time Limitations. (a) All representations, warranties, warranties covenants and agreements of Seller, the Company, the Seller Shareholders and the Principals Shareholders in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, none of Seller, the Seller Shareholders and the Principals Shareholders shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Operational Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller of such a claim on or before the date that is two years after the Closing Date. None of Seller, the Seller Shareholders and the Principals Shareholders shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation or in respect of any indemnification under Article XII hereof unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Lawwithout any time limitation. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII XI if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a11.9(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, warranties covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer the Buyer, other than the representation and warranty set forth in Section 6.1, or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach or inaccuracy of the representation and warranty set forth in Section 6.1 or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Lawwithout any time limitation. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII XI if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b11.9(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals Sellers, Principals, Holdco or the Company in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of FraudFraud and Losses arising in connection with the circumstances described in Section 11.1(e), Seller and subject to the Principals following sentence, none of the Sellers shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Operational Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller the Sellers of such a claim on or before the date that is two three years after the Closing Date. Seller and None of the Principals Sellers shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation or in respect of any indemnification under Article XII hereof unless Buyer notifies Seller the Sellers of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or Representation, breach of an agreement or covenant to be performed or complied with at or after the Closing Closing, or any Losses arising in connection with the matters referred to in paragraphs 1 and 2 of Schedule 11.1 may be made at any time before the last day of the 15 year ultimate limitation period (or such later date permitted by applicable Law). Any claim for any Losses arising in connection with the matters referred to in paragraph 3 of Schedule 11.1 may be made at any time before the sixth anniversary of the Closing Date. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII XI or Article XII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller the Sellers prior to the end of the applicable survival period set forth in this Section 8.3(a11.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of the Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies the Sellers notify Buyer of such a claim on or before the date that is two three years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Lawwithout any time limitation. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII XI if written notice thereof has been given in accordance with the provisions hereof by Seller the Sellers to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b11.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller of such a claim on or before the date that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII IX if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a9.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII IX if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b9.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals Parties in this Agreement, any Transaction Document and Agreement or any other certificate or document instrument delivered pursuant to this Agreement shall will survive the Closing. Except in If the case of FraudClosing occurs, Seller and the Principals shall not Participants will have any no Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or warranty in this Agreement or for any breach of a any covenant or agreement in this Agreement to be performed and complied with as of prior to the Closing Date (but not including any agreement or covenant to be performed or complied with at or after Date, unless the Closing) unless Buyer notifies Seller the Stockholders’ Representatives in writing of such a claim on or before the date Survival Date; provided, however, that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to any claim for relating to a Special Representation (such claims, “Excluded Claims”) may be made at any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after time until the expiration of the applicable statute or period of limitations (including limitations. If the Closing occurs, the Buyer will have no liability with respect to any extension of such statute or period of limitations). Any claim for any breach of any representation or inaccuracy of a Title Representation warranty in this Agreement or for any breach of an any covenant or agreement in this Agreement to be performed prior to the Closing Date, unless the Stockholders’ Representatives notify the Buyer in writing of such a claim on or before the Survival Date; provided, however, that any claims relating to Section 4.7 (Solvency) may be made at any time without any time limitation. If the Closing occurs, any claim relating to any covenant or agreement to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have without any liability or obligation of any nature with respect to any representationtime limitation; provided, warranty, agreement or covenant after the termination thereof, except that Liability with respect to a specific covenant or agreement that includes an express survival period or duration within such covenant or agreement shall only survive through the end of such express survival period or duration, except to the extent a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller is made prior to the end of such survival period or duration as contemplated in the next sentence. If the Buyer or the Stockholders’ Representatives, as applicable, provides proper notice of a claim within the applicable time period set forth above, Liability for such claim will continue until such claim is resolved. It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Article VIII is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 8.3(a)Article VIII for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this AgreementSection 8.3, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period limitations set forth in this Section 8.3(b). Notwithstanding anything to 8.3 shall not apply in the contrary contained herein, if case of fraud and any such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements claim shall survive as to such claim until the claim has been finally resolvedindefinitely.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals Parties in this Agreement, any Transaction Document and Agreement or any other certificate or document delivered pursuant to this Agreement shall will survive the Closing. Except in If the case of FraudClosing occurs, the Seller and the Principals shall not will have any no Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or warranty in this Agreement or any breach of a other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with as of prior to the Closing Date (but not including any agreement or covenant to be performed or complied with at or after Date, unless the Closing) unless Buyer notifies the Seller of such a claim on or before December 31, 2009; provided, however, that (a) any claim relating to Section 3.15 (taxes) or Section 3.19 (environmental) may be made at any time until the date that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations) and (b) any claim relating to Section 3.1 (organization). Any claim for , 3.3 (authority), 3.4 (conflicts), 3.7 (no undisclosed liabilities), 3.8 (title to assets), fraud, or any breach covenant or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before without any time limitation. If the last day of Closing occurs, the ultimate limitation period permitted by applicable Law. No party shall Buyer will have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any no Liability with respect to any claim for any breach or inaccuracy of any representation and or warranty of Buyer in this Agreement or any breach of a other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with as of prior to the Closing Date (but not including any agreement or covenant to be performed or complied with at or after Date, unless the Closing) unless Seller notifies the Buyer of such a claim on or before the date December 31, 2009; provided, however, that is two years after the Closing Date. Any any claim for relating to fraud or any breach of an covenant or agreement or covenant to be performed or complied with at or after the Closing may be made at any time before without any time limitation. If the last day Buyer or the Seller, as applicable, provides proper notice of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of within the applicable survival time period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained hereinabove, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to Liability for such claim will continue until the such claim has been finally is resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and GPD, 851, Xxxxx or the Principals Companies in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Seller and the Principals none of GPD, 851, or Xxxxx shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Operational Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless the Buyer notifies Seller GPD, 851 or Xxxxx of such a claim on or before the date that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period (or such later date permitted by applicable Law). No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII or Article IX if written notice thereof has been given in accordance with the provisions hereof by the Buyer to Seller GPD, 851, or Xxxxx prior to the end of the applicable survival period set forth in this Section 8.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of the Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of the Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies GPD, 851, or Xxxxx notify the Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Lawwithout any time limitation. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller the GPD, 851, or Xxxxx to the Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.

Survival and Time Limitations. (a) All Except as otherwise provided in this section, all representations, warranties, covenants and agreements of Seller and the Principals Parties in this Agreement, any Transaction Document and Agreement or any other certificate or document delivered pursuant to this Agreement shall will survive the ClosingClosing for a period of eighteen (18) months. Except The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, the Shareholder will have no liability with respect to any claim under Section 9.1(a)(i) unless Buyer notify the Representative of such a claim on or before the eighteen (18) month anniversary of the Closing Date; provided, however, that any claim relating to any of the Excluded Representations may be made at any time until the six-year anniversary of the Closing Date or sixty (60) days after the applicable statute of limitations applicable to such Excluded Representation; and (c) any claim resulting from, arising out of, relating to, in the case nature of, or caused by intentional breaches of Fraud, Seller the representations and Fraud may be made at any time until the Principals shall not six-year anniversary of the Closing Date. Buyer will have any Liability no liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement warranty in this Agreement to be performed and complied with as of unless the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Shareholder notifies Buyer notifies Seller of such a claim on or before the date that is two years after eighteen (18) month anniversary of the Closing Date. Seller and the Principals shall not have ; provided, however, that any Liability with respect claim relating to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing Buyer Fundamental Representations may be made at any time before until the last day six-year anniversary of the ultimate limitation period permitted by applicable Law. No party shall have any liability Closing Date or obligation of any nature with respect to any representation, warranty, agreement or covenant sixty (60) days after the termination thereof, except with respect applicable statute of limitations applicable to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a)such Excluded Representation. Notwithstanding anything to the contrary contained herein, if such written Buyer or the Shareholder, as applicable, provides notice has been given of a claim in accordance with the provisions hereof and prior to the termination terms of this Agreement within the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreementabove, then the relevant representations, warranties, covenants and agreements shall survive as to liability for such claim will continue until the such claim has been finally is fully resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals Parties in this Agreement, any Transaction Document and Agreement or any other certificate or document delivered pursuant to this Agreement shall will survive the ClosingClosing indefinitely. Except The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, the Seller Parties will have no liability with respect to any claim under Section 9.1(a)(i) unless Buyer notifies the Representative of such a claim on or before the eighteen (18) month anniversary of the Closing Date; provided, however, that any claim relating to any of the Company Fundamental Representations or any of Seller Parties Fundamental Representations may be made at any time until the six-year anniversary of the Closing Date (the Company Fundamental Representations and Seller Parties Fundamental Representations, collectively, the “Excluded Representations”); and (c) any claim resulting from, arising out of, relating to, in the case nature of, or caused by intentional breaches of Fraud, Seller the representations and Fraud may be made at any time until the Principals shall not six-year anniversary of the Closing Date. Buyer will have any Liability no liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement warranty in this Agreement to be performed and complied with as of unless the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller Parties notify Buyer notifies Seller of such a claim on or before the date that is two years after eighteen (18) month anniversary of the Closing Date. Seller and the Principals shall not have ; provided, however, that any Liability with respect claim relating to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing Buyer Fundamental Representations may be made at any time before until the last day six-year anniversary of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a)Closing Date. Notwithstanding anything to the contrary contained herein, if such written Buyer or the Seller Parties, as applicable, provides notice has been given of a claim in accordance with the provisions hereof and prior to the termination terms of this Agreement within the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreementabove, then the relevant representations, warranties, covenants and agreements shall survive as to liability for such claim will continue until the such claim has been finally is fully resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals Principal in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Seller and the Principals Principal shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller of such a claim on or before the date that is two years after the Closing Date. Seller and the Principals Principal shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII IX if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a9.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation and warranty of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller notifies Buyer of such a claim on or before the date that is two years after the Closing Date. Any claim for any breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII IX if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b9.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and in this Agreement will survive the Principals Closing as set forth in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Seller and the Principals shall not The Sellers will have any no Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach warranty set forth in Article III or Article IV of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) Agreement, unless Buyer notifies Seller the Sellers’ Representative of such a claim on or before the date Survival Date; provided, however, that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to (a) any claim for any a Tax relating to a Pre-Closing Tax Period relating to a breach or inaccuracy of in a representation in Section 4.16 (tax) may be made at any Tax Representation unless Buyer notifies Seller of such a claim on or before time until the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any ) applicable to Third-Party Claims with respect thereto; and (b) any claim for relating to any breach or inaccuracy of a Title Fundamental Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing any Special Indemnity Matter may be made at any time before the last day of the ultimate limitation period permitted by applicable Lawwithout any time limitation. No party shall Buyer will have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved. (b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any no Liability with respect to any claim for any breach or inaccuracy of any representation and or warranty set forth in Article V of Buyer or any breach of a covenant or agreement in this Agreement to be performed and complied with as of Agreement, unless the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Seller Sellers’ Representative notifies Buyer of such a claim on or before the date Survival Date; provided, however, that is two years after the Closing Date. Any any claim for relating to fraud, willful misconduct, or any breach of an covenant or agreement or covenant to be performed or complied with at or after the Closing may be made at any time before without any time limitation. If Buyer or the last day Sellers’ Representative, as applicable, provides proper notice of a claim within the ultimate limitation applicable time period permitted by set forth above, liability for such claim will continue until such claim is resolved. If Buyer or the Sellers’ Representative, as applicable, however, does not provides proper notice of a claim within the applicable Law. No party shall time period set forth above, then the Parties that would otherwise be responsible for such indemnification will not have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Seller to Buyer prior to the end of the applicable survival period set forth in this Section 8.3(b). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolvedclaims.