Common use of Survival and Time Limitations Clause in Contracts

Survival and Time Limitations. (a) The representations and warranties of the Caesars Parties contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that: (i) The representations and warranties set out in Sections 7.1, 7.2, 7.3, 7.4 and 7.8 shall survive and continue in full force and effect forever; (ii) The representations and warranties set out in Sections 7.5, 7.6 and 7.13 shall survive and continue in full force and effect until sixty (60) days have elapsed after the expiration of the applicable statutes of limitations (taking into account any extensions thereof); and (iii) A claim for any breach by the Caesars Parties of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject to applicable limitation periods imposed by Law. (b) The representations and warranties of CAC and Growth Partners contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that: (i) The representations and warranties set out in Sections 8.1, 8.2, 8.3 and 8.8 shall survive and continue in full force and effect forever; and (ii) A claim for any breach by CAC or Growth Partners of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject only to applicable periods imposed by Law. (c) Each covenant of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive for the time period contemplated for performance.

Survival and Time Limitations. (a) The representations and warranties of the Caesars Parties contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that: (i) The representations and warranties set out in Sections 7.1Section 5.1 (Organization and Qualification), 7.2Section 5.2 (Power and Authority; Authorization), 7.3Section 5.3 (Due Execution and Enforceability), 7.4 Section 5.5 (Ownership; Title); Section 6.1 (Organization and 7.8 Qualification; Subsidiaries), Section 6.2 (Power and Authority; Authorization), Section 6.3 (Due Execution and Enforceability), Section 6.4 (Ownership and Title), Section 6.5 (Capitalization), and Section 6.9 (Brokers) (collectively, the “Caesars Fundamental Representations”) shall survive and continue in full force and effect forever; (ii) The representations and warranties set out in Sections 7.5Section 5.4 (Consents and Approvals; No Violations); Section 6.6 (Consents and Approvals; No Violations); Section 6.7 (Gaming Licenses), 7.6 Section 6.13 (Taxes), Section 6.17 (Environmental Matters) and 7.13 Section 6.18 (Employee Benefits) shall survive and continue in full force and effect until sixty (60) days have elapsed after the expiration of the applicable statutes of limitations (taking into account any extensions thereof); and (iii) A claim for any breach by the Caesars Parties of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject to applicable limitation periods imposed by Law. (b) The representations and warranties of CAC and Growth Partners contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that: (i) The representations and warranties set out in Sections 8.1Section 7.1 (Organization and Qualification), 8.2Section 7.2 (Power and Authority; Authorization), 8.3 Section 7.3 (Due Execution and 8.8 Enforceability), and Section 7.7 (Brokers) (collectively, the “Growth Partners Fundamental Representations”) shall survive and continue in full force and effect forever; and (ii) A claim for any breach by CAC or Growth Partners of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject only to applicable periods imposed by Law. (c) Each covenant of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive for the time period contemplated for performanceperformance or, if no time period for performance is contemplated, for a period of eighteen (18) months after the Closing Date. (d) The special indemnities set forth in subsections (c) through (h) of Section 11.2 shall not be subject to any survival period.

Survival and Time Limitations. (a) The representations and warranties of the Caesars Parties contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that: (i) The representations and warranties set out in Sections 7.1, 7.2, 7.3, 7.4 and 7.8 shall survive and continue in full force and effect forever; (ii) The representations and warranties set out in Sections 7.5, 7.6 and 7.13 shall survive and continue in full force and effect until sixty (60) days have elapsed after the expiration of the applicable statutes of limitations (taking into account any extensions thereof); and (iii) A claim for any breach by the Caesars Parties of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject to applicable limitation periods imposed by Law. (b) The representations and warranties of CAC and Growth Partners contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that: (i) The representations and warranties set out in Sections 8.1, 8.2, 8.3 and 8.8 shall survive and continue in full force and effect forever; and (ii) A claim for any breach by CAC or Growth Partners of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject only to applicable periods imposed by Law. (c) Each covenant of the Parties contained in this Agreement shall survive the Closing until the first anniversary of the Closing Date; provided, however, that (i) the Fundamental Representations (other than Sections 3.2 and 4.2) shall survive the Closing until 30 days following the expiration of the applicable statutory period of limitations, (ii) the representations and warranties set forth in Sections 3.2, 4.2 and 4.15(g) shall survive without any time limitation and (iii) the representations and warranties set forth in Section 4.15 (other than Section 4.15(g)) shall not survive the Closing. Any covenant or agreement contained in this Agreement (other than those contained in Sections 6.3, 6.9, 6.11, 6.15 or Article II or XI), in each case to the extent requiring performance before the Closing, shall terminate effective as of the Closing and shall not survive the Closing for any purposes, and thereafter there shall be no Liability on the part of, nor shall any claim be made by, any Person in respect thereof. Any covenant or agreement contained in Sections 6.3, 6.9, 6.11, 6.15 or Article II or XI, in each case to the extent requiring performance before the Closing, shall survive the Closing until the first anniversary of the Closing Date. The covenants or agreements in this Agreement that contemplate performance after the Closing, or expressly by their terms survive the Closing, shall, in each case, survive the Closing until, and will expires on the date that is 30 days following the expiration of the applicable statutory period of limitations. Buyer or Seller, as applicable, must give written notice of a claim to the other Party in accordance with the provisions hereof prior to the expiration of the applicable survival period for such representations, warranties, covenants or agreements. If Buyer or Seller, as applicable, provides proper notice of a claim within the applicable time period set forth above, or, in the case of Seller, with respect to claims relating to fraud or misconduct by Buyer, at any time, or in the case of Buyer, with respect to claims relating to fraud of willful misconduct by Seller or claims that are the subject of Section 8.1(c), at any certificate or other writing delivered pursuant hereto or in connection herewith shall survive time, liability for the time period contemplated for performancesuch claim will continue until such claim is resolved.