Survival; Claims Period. (i) The representations, warranties, covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until twenty four (24) months after the Contribution Closing Date; provided, however, that (A) the representations and warranties set forth in Section 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 (Capitalization), Sections 3.7(a)-(c) (Ownership of Acquired Interests and Acquired Assets), Section 3.20 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.5 (Capitalization) and Section 4.12 (Brokers’ Fee) (collectively, the “Fundamental Representations”) shall survive indefinitely, (B) the representations and warranties set forth in Section 3.18 (Taxes) and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) shall survive until ninety (90) days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof), (C) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilities) and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date) shall survive until twenty four (24) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer) shall survive indefinitely and (E) except as provided in Section 8.3(a)(i)(C), any covenants or agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Contribution Closing Date shall survive until fully discharged. The date on which any such representation, warranty, covenant or agreement no longer survives in accordance with this Section 8.3(a)(i) is referred to herein as the “Expiration Date.”
(ii) No action for a breach of any representation, warranty, covenant or agreement contained herein (other than (x) the Fundamental Representations and (y) Losses relating to Section 8.1(e) (Other Retained Liabilities) or Section 8.2(c) (Unitholder Litigation)) shall be brought after the Expiration Date, except for claims of which a Party has received a Clai...
Survival; Claims Period. (i) If the Closing occurs, the representations, warranties, covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the one-year anniversary of the Closing Date (the “Expiration Date”); provided that (i) the ETE Fundamental Representations (other than the representations set forth in Section 3.16) and the ETP Fundamental Representations shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.16 (Taxes) and the obligations of ETE pursuant to Section 8.1(c) shall survive the execution and delivery of this Agreement and shall continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations (which shall be deemed to be the Expiration Date with respect to such representations and warranties) and (iii) any covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing Date shall survive until fully discharged.
(ii) If the Closing occurs, no action for a breach of any representation or warranty contained herein (other than representations or warranties that survive indefinitely pursuant to Section 8.3(d)(i)) shall be brought after the Expiration Date, except for claims of which a Party has received a Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of warranty with reasonable detail, prior to the Expiration Date.
Survival; Claims Period. (i) The representations and warranties of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the 18-month anniversary of the Closing Date (the “Expiration Date”); provided that the Contributor Fundamental Representations and Partnership Fundamental Representations shall survive for a period equal to the applicable statute of limitations for each such representation (the “Fundamental Expiration Date”).
(ii) No action for any violation, breach or inaccuracy of any representation or warranty contained herein shall be brought after the Expiration Date or the Fundamental Expiration Date, as applicable, except for claims of which a Party has received a Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of warranty with reasonable detail, prior to the Expiration Date.
Survival; Claims Period. Notwithstanding any other provision in this Agreement, no claim or indemnified Loss may be asserted under this Agreement unless the party seeking indemnification gives the other party notice of such claim before the end of the applicable Survival Period; provided, that where notice of such claim has been timely given, such claim will survive the expiration of the Survival Period.
Survival; Claims Period. All of the representations and warranties made by each Party in this Agreement or in any Transaction Document shall survive until the relevant Expiration Date set forth in this Section 9.4. Any claim for indemnification under this Article IX shall be made by giving either a Notice of Third Party Claim under Section 9.5 or a Claim Notice under Section 9.6, in each case on or before the applicable Expiration Date, or the claim under this Section shall be invalid. “Expiration Date” means:
Survival; Claims Period. The representations and warranties of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect indefinitely. The covenants or agreements of the Parties contained in this Agreement shall survive until fully discharged or, if not capable of being discharged, until fully cured.
Survival; Claims Period. (i) Notwithstanding anything to the contrary in this Agreement, in no event shall any of the Indemnified Parties be permitted to make any Claim under Section 11.1 or Section 11.2 unless such Claim is first made on or prior to the 18-month anniversary of the Closing Date; provided, however, that such 18-month survival period shall not apply to (A) any Claim under Section 11.1(a)(i) or Section 11.2(a) relating to the breach of any representation or warranty contained in the Company Fundamental Representations or the Parent Fundamental Representations, (B) any Claim under Section 11.1(a)(i) relating to the breach of any representation or warranty contained in Section 5.13, (C) any Claim under Section 11.1(a)(ii), (D) any Claim under Section 11.1(a)(iii), (E) any Claim under Section 11.1(b)(i), (F) any Claim under Section 11.1(b)(ii) or (G) any Claim under 11.2(b). Any such Claims described in (w) subsections (A) or (D) in the sentence above shall be asserted on or before the date which is 30 days after the expiration of the applicable statute of limitations, (x) subsection (B) and (E) in the sentence above shall be asserted on or before the expiration of the applicable statute of limitations, and (y) subsections (C), (F) and (G) in the sentence above shall be governed by Section 11.3(d)(ii) (the date, if any, on which a Claim contained herein so expires, the “Expiration Date”).
(ii) Any covenants or agreements contained in this Agreement (whether in respect of pre-Closing or post-Closing period), including under Section 11.1(a)(ii) or 11.1(b)(ii) and under Section 11.2(b), shall survive until fully discharged in accordance with this Agreement.
(iii) No indemnifying Party shall have any liability for indemnification claims made under this Article XI with respect to any breach of any representation or warranty unless a Claim Notice in respect of such claim is timely given in accordance with this Agreement on or prior to the applicable Expiration Date. If a Claim Notice has been timely given in accordance with this Agreement on or prior to the applicable Expiration Date, then the applicable representation or warranty shall survive as to such Indemnification Claim until such Indemnification Claim has been finally resolved.
Survival; Claims Period. (i) The representations and warranties of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the date that is nine months after the Closing Date.
(ii) The covenants or agreements of the Parties contained in this Agreement that by their terms are to be performed after the Closing Date shall survive until fully discharged.
(iii) No action for a breach of any representation or warranty contained herein shall be brought after the applicable Expiration Date, except for claims of which a Party has received a Claim Notice (as defined below) prior to the applicable Expiration Date.
Survival; Claims Period. (i) The representations, warranties, covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and
Survival; Claims Period. The representations and warranties of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the 18-month anniversary of the Closing Date (the “Expiration Date”); provided that the Azure Fundamental Representations and the NMD Fundamental Representations shall survive for a period equal to the applicable statute of limitations for each such representation (the “Fundamental Expiration Date”).
