Common use of Survival and Time Limitations Clause in Contracts

Survival and Time Limitations. Except as otherwise provided in this section, all representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for a period of eighteen (18) months. 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 after the Closing Date; provided, however, that any claim relating to any of the Excluded Fundamental Representations may be made at any time until the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation; and (c) any claim resulting from, arising out of, relating to, in the nature of, or caused by intentional breaches of the representations and Fraud may be made at any time until the six-year anniversary of the Closing Date. Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless the Seller Parties notify Buyer 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 Buyer Fundamental Representations or assumed Guaranty may be made at any time until the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation or assumed Guaranty. Notwithstanding anything to the contrary contained herein, if Buyer or the Seller Parties, as applicable, provides 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. Except as otherwise provided in this section, all All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing as provided for a period of eighteen (18) monthsherein. 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 Indemnitors and Sellers, as applicable, will have no liability with respect to any claim under Section 9.1(a)(i6.1(a)(i) or Section 6.1(c)(i) unless Buyer notifies the Representative of such a claim on or before the eighteen first Business Day following the twelve (1812) month after anniversary of the Closing Date; provided, however, that (a) any claim relating to any of the Excluded Fundamental Representations representation made in Section 3.10 (Tax Matters) may be made at any time until the six-year 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 or 60 days after (collectively, the applicable statute of limitations applicable representations and warranties described in clauses (a) and (b) are referred to such as the “Excluded Fundamental Representation; Representations”) and (c) any claim resulting from, arising out of, relating to, in the nature of, related to intentional or caused by intentional fraudulent breaches of the representations and Fraud warranties may be made at any time until the six-year anniversary of the Closing Datewithout limitation. Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless the Seller Parties notify Representative notifies Buyer of such a claim on or before the eighteen first Business Day following the twelve (1812) month anniversary of the Closing Date; provided, however, that any claim relating to any representation made in Sections 2.2(b) (Authorization of the Buyer Fundamental Representations or assumed Guaranty Transaction) and 2.2(d) (Brokers’ Fees) may be made at any time until on or before the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation or assumed Guarantysixth (6th) anniversary. Notwithstanding anything to the contrary contained herein, if Buyer or the Seller PartiesRepresentative, as applicable, provides 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. Except as otherwise provided in this section, all All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for a the period of eighteen (18) monthstime set forth in this Article 6 with respect to such representations, warranties, covenants and agreements. 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, except to the extent, if a Buyer Indemnitee is the indemnified party, and the claim is with respect to any breach or inaccuracy of a representation or warranty made by any Seller or the Company, Representative can demonstrate by documentary evidence that Buyer or (if Buyer is not the Buyer Indemnitee) the applicable Buyer Indemnitee had actual knowledge of the breach or inaccuracy or the facts or circumstances which are the direct and proximate cause of the breach or inaccuracy, prior to the Closing. Notwithstanding the foregoing, the Seller Parties will have no liability with respect to any claim under Section 9.1(a)(i(a) unless Buyer notifies the Representative of such a claim on or before the eighteen (18) month after the Closing Date; provided, however, that any claim relating to any of the Excluded Fundamental Representations representation or warranty made in Sections 3.9 (Legal Compliance), 3.10 (Tax Matters), 3.17 (Employee Benefits), 3.19 (Environmental, Health and Safety Matters), may be made at any time until the six-year anniversary of the Closing Date or 60 sixty (60) calendar days after the applicable expiration of the statute of limitations applicable to such Excluded Fundamental Representation; and any claim brought by a Governmental Body or other Person relating to the underlying subject matter of the relevant representation or warranty, (b) any claim relating to any representation or warranty made in Section 3.12 (Intellectual Property) may be made prior to the tenth (10th) anniversary of the Closing Date, plus sixty (60) days, (c) any claim resulting fromrelating to any representation or warranty made in Sections 2.1(a) (Authorization of Transaction), arising out of2.1(c) (Brokers’ Fees), relating to2.1(d) (Company Securities), in the nature of3.2 (Authorization of Transaction), or caused by intentional breaches of the representations 3.3 (Capitalization and Fraud Subsidiaries), and 3.5 (Brokers’ Fees), may be made at any time until without limitation (collectively, the six-year anniversary representations and warranties described in clauses (a), (b), and (c) are referred to as the “Fundamental Representations”), (d) any claim relating to any representation or warranty made in Section 2.1 or Article 3 (other than Fundamental Representations) may be made at any time within eighteen (18) months of Closing, and (e) any claim related to intentional or fraudulent breaches of the Closing Daterepresentations 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 unless the Seller Parties notify Representative notifies Buyer of such a claim on or before the within eighteen (18) month anniversary months of the Closing DateClosing; provided, however, that any claim relating to any representation made in Sections 2.2(b) (Authorization of the Buyer Fundamental Representations or assumed Guaranty Transaction), 2.2(d) (Brokers’ Fees), and 2.2(f) (Capitalization) may be made at any time until the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation or assumed Guarantywithout limitation. Notwithstanding anything to the contrary contained herein, if Buyer or the Seller PartiesRepresentative, as applicable, provides 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. Except as otherwise provided in this section, all All representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for a period of eighteen (18) monthsClosing. The Except as set forth in Section 4.5, the right to indemnification, payment of any losses or other remedy indemnification for Adverse Consequences based on such representations, warranties, covenants, covenants and obligations agreements will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) by a Party 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, except that a Party shall not be entitled to indemnification if the Party from which it is seeking indemnification proves that the Party seeking indemnification obtained Knowledge of such inaccuracy or non-compliance from the Party from which it is seeking indemnification prior to entering into this Agreement. Notwithstanding All SEAC Indemnitees shall be deemed to have the foregoing, the Seller Parties Knowledge of SEAC under this Agreement. Videocon d2h will have no liability with respect to any claim under Section 9.1(a)(i7.1(a) unless Buyer SEAC notifies the Representative Videocon d2h of such a claim on or before the eighteen date that is thirty (1830) month days after the Closing Date; provided, however, that any claim relating to any earlier of the Excluded Fundamental Representations may be date on which Videocon d2h has made at any time until publicly available (by inclusion in a Form 6-K filed with the SEC) its audited financial statements (which are audited by a PCAOB registered firm and are prepared under IFRS) for (i) the full fiscal year ending March 31, 2016 or (ii) the six-year anniversary month period ended September 30, 2015, if either Xxxxx X. Xxxxx or Xxxx Xxxxxxxx or alternate director or nominee director appointed on their behalf by them, served on the audit committee of the Closing Date or 60 days after the applicable statute Board of limitations applicable to Directors of Videocon d2h which approved such Excluded Fundamental Representation; financial statements and (c) any claim resulting from, arising out of, relating to, in the nature of, or caused by intentional breaches such financial statements include all of the representations information and Fraud may be made at any time until notes required for annual financial statements under IFRS (the six-year anniversary of the Closing “Survival Date”). Buyer SEAC will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement under Section 7.2(a) unless the Seller Parties notify Buyer Videocon d2h notifies SEAC of such a claim on or before the eighteen (18) month anniversary of the Closing Survival Date; provided, however, that any claim relating to any of the Buyer Fundamental Representations . If SEAC or assumed Guaranty may be made at any time until the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation or assumed Guaranty. Notwithstanding anything to the contrary contained herein, if Buyer or the Seller PartiesVideocon d2h, 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.