Common use of Survival and Time Limitations Clause in Contracts

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies such Seller of such a claim on or before December 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31, 2018, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 days after the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Seller notifies the Buyer of such a claim on or before December 31, 2016; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the Seller, 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The If the Closing occurs, the Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies such Seller Buyers notify the Sellers of such a claim on or before December 31, 2016the date eighteen (18) months after the Closing Date; provided, however, that (a) any claim relating to Section 4.19 3.19 (environmental) or 4.21 (3.21 employee benefits) may be made at any time until December 31, 2018the date three years after the Closing Date, (b) any claim relating to Section 4.15 3.15 (taxes) may be made at any time until the date 45 30 days after the expiration of the applicable statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Seller) or Section 4.1 3.1 (organization), 4.2 (capitalization), 4.3 3.3 (authority), 4.4 3.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 ) or 3.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The Buyer If the Closing occurs, the Buyers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller notifies Sellers notify the Buyer Buyers of such a claim on or before December 31, 2016the date eighteen (18) months after the Closing Date; provided, however, that any claim relating to Section 5.3 4.8 (Alpine 4 stocktaxes) may be made at any time until the date 30 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations) and any claim relating to Section 4.1 (organization) 4.2 (capitalization) 4.3 (authority), fraudor 4.4 (conflicts), fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer Buyers or the SellerSellers, as applicable, provides proper notice of a claim within the applicable time period set forth above, liability Liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Seller in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers Seller will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies such the Seller of such a claim on or before December July 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31June 30, 2018, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 days after the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Seller notifies the Buyer of such a claim on or before December July 31, 2016; provided, however, that any claim relating to Section 5.3 (Alpine 4 LiveDeal stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the Seller, 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will shall survive the Closing. The Sellers will Seller shall have no Liability liability with respect to (a) any claim for any breach under Section 7.1(a) or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement Section 7.1(k) unless the Buyer notifies such Seller of such a claim on or before December 31, 2016the fifteen (15) month anniversary of the Closing Date; provided, however, that (ai) any claim relating to any representation or warranty made in Sections 3.6, 3.16, 3.17 and 3.19 may be made at any time until the third (3rd) anniversary of the Closing Date, and (ii) any claim relating to any representation or warranty made in Sections 3.1, 3.2, 3.3 (except for Section 4.19 (environmental3.3(c)) or 4.21 3.5 (employee benefitscollectively, the representations and warranties referred to in clause (ii) referred to as the “Fundamental Representations”) may be made at any time until December 31, 2018, without limitation; (b) any claim under Section 7.1(g) unless Buyer notifies Seller of such a claim on or before the twenty-one (21) month anniversary of the Closing Date; and (c) any claim under Section 7.1(i) and any claim relating to any representation or warranty made in Section 4.15 (taxes3.9(c) may be made at any time until the date 45 that is sixty (60) days after the expiration of the applicable statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable . Any claim related to Third-Party Claims with respect thereto intentional or fraudulent breaches of any representations and (c) any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing warranties may be made at any time without limitation. Except with respect to (a) any claim relating to any representation or warranty made in Sections 2.1, 2.2, 2.4 or 2.5 (collectively, the “Buyer Excluded Representations”), which may be made at any time without limitation. The , Buyer will shall have no Liability liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement under Section 7.2(a) unless the Seller notifies the Buyer of such a claim on or before December 31, 2016; provided, however, that any claim relating to Section 5.3 the fifteen (Alpine 4 stock), fraud, or any covenant or agreement to be performed or complied with at or after 15) month anniversary of the Closing may be made at any time without any time limitationDate. If the Buyer or the Seller, as applicable, provides proper notice of a claim within the applicable time period set forth above, then liability for such claim will shall continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company Buyer and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The All representations, warranties, covenants and agreements of the Company in this Agreement or any other certificate or document delivered pursuant to this Agreement will not survive the Closing. If the Closing occurs, the Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies such Seller the Sellers’ Representative of such a claim on or before December 31, 2016the 15-month anniversary of the Closing Date; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31, 2018, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 90 days after the expiration of the statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (cb) any claim relating to Article III Section 3.1 (the Seller) or Section authority), 3.2 (share ownership), 3.3 (no conflicts), 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), ) or 4.8 (title to assets), Schedule 10.1, fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller Sellers’ Representative notifies the Buyer of such a claim on or before December 31, 2016the 15-month anniversary of the Closing Date; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the SellerSellers’ Representative, 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company Buyer and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The All representations, warranties, covenants and agreements of the Target in this Agreement or any other certificate or document delivered pursuant to this Agreement will not survive the Closing. If the Closing occurs, the Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies such Seller the Selling Shareholders’ Representative of such a claim on or before December 31, 2016the date two years after the Closing Date; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31, 2018the date five years after the Closing Date, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 90 days after the expiration of the applicable statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the SellerSellers) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), ) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller Selling Shareholders’ Representative notifies the Buyer of such a claim on or before December 31, 2016the date three years after the Closing Date; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the SellerSelling Shareholders’ Representative, 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the ClosingClosing as provided for herein. The Sellers 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, Seller Indemnitors and Sellers, as applicable, will have no Liability liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(c)(i) unless Buyer notifies the Representative of such a claim on or before the first Business Day following the twelve (12) month anniversary of the Closing Date; provided, however, that (a) any claim relating to any representation made in Section 3.10 (Tax Matters) may be made at any time until the expiration of the statute of limitations applicable to any claim brought by a Governmental Body or other third party relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation made in Sections 2.1(a) (Authorization of Transaction), 2.1(c) (Brokers’ Fees), 2.1(d) (Company Securities), 3.2 (Authorization of Transaction), 3.3 (Capitalization and Subsidiaries), 3.5 (Brokers’ Fees), may be made at any time before the sixth anniversary of the Closing Date (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Excluded Representations”) and (c) any claim related to intentional or fraudulent breaches of the representations and warranties may be made at any time without limitation. Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer Representative notifies such Seller of such a claim on or before December 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31, 2018, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 days after the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Seller notifies the Buyer of such a claim on or before December 31, 2016the first Business Day following the twelve (12) month anniversary of the Closing Date; provided, however, that any claim relating to Section 5.3 any representation made in Sections 2.2(b) (Alpine 4 stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing Authorization of Transaction) and 2.2(d) (Brokers’ Fees) may be made at any time without any time limitationon or before the sixth (6th) anniversary. If Notwithstanding anything to the contrary contained herein, if Buyer or the SellerRepresentative, as applicable, provides proper notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.

Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will shall survive the Closing. The Sellers will have no Liability with respect to any Any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered indemnification pursuant to this Agreement unless the Buyer notifies such Seller of such a claim on or before December 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental6.1(a) or 4.21 (employee benefitsSection 6.2(a) may be made at any time until December 31, 2018, (b) any on or before the date which is 12 months following the Closing Date. Any claim relating for indemnification pursuant to Section 4.15 (taxes6.1(b) may be made at any time until on or before the date 45 days after which is six years following the Closing Date. Any other claim for indemnification pursuant here (including pursuant to Section 6.1(c), Section 6.1(d), Section 6.1(e) or Section 6.2(b)) may be made at any time on or before the later of (i) the date which is six years following the Closing Date and (ii) the 90th day following the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) the underlying subject matter. Notwithstanding anything to the contrary contained herein, any claim for indemnification relating to Article III (the Seller) any Fraud committed by or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or on behalf of any covenant or agreement to be performed or complied with at or after the Closing Party may be made at any time without any time limitation. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Seller notifies the Buyer of such a claim on or before December 31, 2016; provided, however, that any claim relating to Section 5.3 . (Alpine 4 stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. b) If the Buyer or the Seller, as applicable, provides proper notice of a claim for indemnification within the applicable time period set forth abovein this Section 6.3, liability Liability for such claim will continue until such claim is finally resolved. (c) It is the express intent of the Parties that (i) if an applicable survival period as contemplated by this Section 6.3 is shorter (or longer) than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to (or increased to) the survival period contemplated hereby and (ii) if a court of competent jurisdiction is unable to ascertain the statute of limitations applicable to the underlying subject matter in connection with a claim for indemnification hereunder, the survival period shall be deemed to be ten (10) years. The Parties further acknowledge and agree that the time periods set forth in this Section 6.3 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies such Seller the Sellers of such a claim on or before December 31July 1, 20162015; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31July 1, 20182015, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 90 days after the expiration of the statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the SellerSellers) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), ) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitationuntil July 1, 2019. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Seller notifies Sellers notify the Buyer of such a claim on or before December 31July 1, 20162015; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the SellerSellers, 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers If the Closing occurs, the Seller will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies such the Seller of such a claim on or before December 31, 2016the date fifteen (15) months after the Closing Date; provided, however, that (a) any claim relating to Section 4.19 4.18 (environmental) or 4.21 4.20 (employee benefits) may be made at any time until December 31, 2018the date three years after the Closing Date, (b) any claim relating to Section 4.15 4.14 (taxes) or 4.24 (regulatory matters) may be made at any time until the date 45 90 days after the expiration of the applicable statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), ) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller Members’ Representative notifies the Buyer of such a claim on or before December 31, 2016the date fifteen (15) months after the Closing Date; provided, however, that any claim relating to Section 5.1 (organization) 5.2 (capitalization) 5.3 (Alpine 4 stockauthority) or 5.4 (conflicts), fraud, fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the SellerMembers’ Representative, as applicable, provides proper notice of a claim within the applicable time period set forth above, liability Liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers If the Closing occurs, the Seller will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies such the Seller of such a claim on or before December 31, 2016the date twenty-one (21) months after the Closing Date; provided, however, that (a) any claim relating to Section 4.19 3.13 (environmentalEmployee Benefits) or 4.21 3.17 (employee benefits) may be made at any time until December 31, 2018, (b) any claim relating to Section 4.15 (taxesEnvironmental Matters) may be made at any time until the date 45 days three (3) years after the expiration of the statute or period of limitations Closing Date, (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (cb) any claim relating to Article III Section 3.1 (the SellerOrganization, Qualification and Corporate Power), 3.2 (Authority), 3.4 (Capitalization) or Section 4.1 3.20 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing Brokers; Finders) may be made at any time without any time limitation, (c) any claim relating to Section 3.7 (Title to Assets) or 3.9 (Taxes) may be made at any time until the expiration of the applicable statute or period of limitations plus thirty (30) days, (d) any claim of fraud may be made at any time without any time limitation, and (e) any claim under Section 10.1(d) may be made at any time until the date three (3) years after the Closing Date; provided, that if the subject matter of a claim pursuant to Section 10.1(d) also constitutes a breach of a representation or warranty of the Seller in Article III, the survival period for such claim under Section 10.1(d) shall be coextensive (longer or shorter) with that of the survival period for the representation or warranty in question; provided, further, that no claim may be made under Section 10.1(d) after the occurrence of a Buyer Change of Control (other than a transfer of ownership in connection with a foreclosure by Buyer’s or the Companies’ secured lenders). The If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller notifies the Buyer of such a claim on or before December 31, 2016the date twenty-one (21) months after the Closing Date; provided, however, that (a) any claim relating to Section 5.3 4.1 (Alpine 4 stockOrganization and Authority), fraud, 4.4 (No Brokers’ Fees) or any covenant or agreement to be performed or complied with at or after the Closing 4.6 (Investment Intent; Information) may be made at any time without any time limitation, (b) any claim of fraud may be made at any time without any time limitation and (c) any claim under Section 10.2(e) may be made at any time until the date three (3) years after the Closing Date; provided, that if the subject matter of a claim pursuant to Section 10.2(e) also constitutes a breach of a representation or warranty of the Buyer in Article IV, the survival period for such claim under Section 10.2(e) shall be coextensive (longer or shorter) with that of the survival period for the representation or warranty in question. If the Buyer or the Seller, as applicable, provides proper notice of a claim within the applicable time period set forth above, liability Liability for such claim will continue until such claim is resolved.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company Buyer and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The All representations, warranties, covenants and agreements of the Target in this Agreement or any other certificate or document delivered pursuant to this Agreement will not survive the Closing. If the Closing occurs, the Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies such Seller the Sellers’ Representative of such a claim on or before December 31, 2016the date two years after the Closing Date; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31, 2018the date five years after the Closing Date, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 90 days after the expiration of the applicable statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the SellerSellers) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), ) or 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The If the Closing occurs, the Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller Sellers’ Representative notifies the Buyer of such a claim on or before December 31, 2016the date three years after the Closing Date; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the SellerSellers’ Representative, 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.

Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers Seller in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers If the Closing occurs, Seller will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Buyer notifies such Seller of such a claim in writing on or before December 31September 21, 20162017; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 4.20 (employee benefits) may be made at any time until December 31September 21, 2018, 2020 (b) any claim relating to Section 4.15 or Section 5.9, as applicable (taxes) may be made at any time until the date 45 90 days after the expiration of the statute or period of limitations (including up to two (2) extensions any extension of such statute or period of limitations) applicable to Third-Party Claims with respect thereto thereto, and (c) provided further that any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), for fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitationtime. The If the Closing occurs, neither Parent nor Buyer will have no any Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement, or any covenant or agreement in this Agreement to be performed and complied with prior to the Closing Date, unless the Seller notifies the Buyer of such a claim in writing on or before December 31September 21, 20162017; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, fraud or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation(subject to the applicable statute of limitations). If the Buyer or the Seller, 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.