Common use of Survival; Claims Period Clause in Contracts

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 Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of representation, warranty, covenant or agreement with reasonable detail, on or prior to the 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 shall continue in full force and effect until twenty four the one-year anniversary of the Closing Date (24) months after the Contribution Closing “Expiration Date”); provided, however, provided that (A) the representations and warranties set forth in Section Sections 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 3.3 (Non-Contravention), 3.4 (Governmental Approvals), 3.5 (Capitalization), Sections 3.7(a)-(c) 3.6 (Ownership of Acquired Interests and Acquired AssetsInterests), Section 3.20 3.18 (Brokers’ Fee), Section 3.22 (Matters Relating to Acquisition of the Acquired Units), 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.3 (Non-Contravention), 4.4 (Governmental Approvals), 4.5 (Capitalization) and Section 4.12 ), 4.17 (Brokers’ Fee) and 4.20 (collectively, the “Fundamental Representations”Matters Relating to Acquisition of Acquired Interests) shall survive indefinitely, (B) the representations and warranties set forth in Sections 3.10(d) (Financial Statements), and 3.17 (Employee Benefits) to the extent such representations and warranties relate to ETC II or the ETC II MEP Interest shall continue in full force and effect until the one-year anniversary of the Option Closing Date (which shall be deemed to be the Expiration Date with respect to such representations and warranties), (C) the representations and warranties set forth in Section 3.18 3.16 (Taxes) and Section 4.11 4.15 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) 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 (giving effect which shall be deemed to any waiver, mitigation or extension thereof), (C) be the obligations to indemnify and hold harmless Expiration Date with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilitiessuch representations and warranties) 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 representation or agreement warranty contained herein (other than (x) the Fundamental Representations and (y) Losses relating representations or warranties that survive indefinitely pursuant to Section 8.1(e) (Other Retained Liabilities) or Section 8.2(c) (Unitholder Litigation8.3(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 representation, warranty, covenant or agreement warranty with reasonable detail, on or prior to the 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 shall continue in full force and effect until twenty four fifteen (2415) 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) Section 3.7 (Ownership of Acquired Interests and Acquired AssetsInterests), 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 Taxes8.1(b) shall survive until ninety (90) days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof)limitations, (C) the obligations to indemnify representations and hold harmless with respect to the Losses warranties set forth in Section 8.1(d) (Retained Propane Business Liabilities) 3.14 and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date) 4.9 shall survive until twenty four for three (243) months years after the Contribution Closing Date, and (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)Representations) 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 representation, warranty, covenant or agreement with reasonable detail, on or prior to the 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 shall continue in full force and effect until twenty four the one-year anniversary of the Closing Date (24) months after the Contribution Closing “Expiration Date”); provided, however, provided that (Ai) the representations and warranties set forth in Section Sections 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 3.3 (Non-Contravention), 3.4 (Governmental Approvals), 3.5 (Capitalization), Sections 3.7(a)-(c) 3.6 (Ownership of Acquired Interests and Acquired AssetsInterests), Section 3.20 3.18 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.3 (Non-Contravention), 4.4 (Governmental Approvals), 4.5 (CapitalizationMatters Relating to the Acquisition of the Acquired Units) and Section 4.12 4.6 (Brokers’ Fee) (collectively, the “Fundamental Representations”) shall survive indefinitely, (Bii) the representations and warranties set forth in Sections 3.10(d) (Financial Statements) and 3.17 (Employee Benefits), to the extent such representations and warranties relate to ETC II or the ETC II MEP Interest shall continue in full force and effect until the one-year anniversary of the Option Closing Date (which shall be deemed to be the Expiration Date with respect to such representations and warranties), (iii) the representations and warranties set forth in Section 3.18 3.16 (Taxes) and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) 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 (giving effect which shall be deemed to any waiver, mitigation or extension thereof), (C) be the obligations to indemnify and hold harmless Expiration Date with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilitiessuch representations and warranties) and Section 8.2(d(iv) (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 representation or agreement warranty contained herein (other than (x) the Fundamental Representations and (y) Losses relating representations or warranties that survive indefinitely pursuant to Section 8.1(e) (Other Retained Liabilities) or Section 8.2(c) (Unitholder Litigation8.3(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 representation, warranty, covenant or agreement warranty with reasonable detail, on or prior to the Expiration Date.

Survival; Claims Period. (i) The representationsrepresentations and warranties of the Parties contained in this Agreement, warrantiesany certificate delivered pursuant hereto or any Transaction Documents shall survive the Closing through and including the 18-month anniversary of the Closing Date; provided, that (A) the Company Fundamental Representations and the Parent Fundamental Representations shall survive the Closing indefinitely, and the representations and warranties of the Company set forth in Section 4.17 (Employee Benefits) shall survive the Closing until 90 days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof (in each case, the “Survival Period”), and (B) any claim of Fraud will survive and can be made by a Parent Indemnitee or Newtek Indemnitee indefinitely; provided, that any obligations under Section 10.1(a) and Section 10.2(a) shall not terminate with respect to any Losses as to which the Person to be indemnified shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the indemnifying Party before the termination of the applicable Survival Period. Notwithstanding anything to the contrary in this Section 10.3(e), the indemnification obligations pursuant to this Article X shall not terminate with respect to any indemnification claim made by a Parent Indemnitee or a Newtek Indemnitee, as the case may be, prior to the expiration of the applicable Survival Period until such claim is resolved. (ii) The respective covenants and agreements of Newtek, the Parties under Company and the Parent made in or pursuant to this Agreement shall will survive the execution and delivery of this Agreement and shall continue the Closing for the respective term specified in full force and effect such covenant or agreement or, if not specified, until twenty four (24) months after the Contribution Closing Datefully performed in accordance with their respective terms; provided, however, that (A) any claim for breach of such covenant or agreement may be also brought within the representations longer of the two-year period following such Survival Period 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 in 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 Datebreach thereof.” (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 Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of representation, warranty, covenant or agreement with reasonable detail, on or prior to the Expiration Date.

Survival; Claims Period. All representations and warranties contained in this Agreement or any certificate delivered pursuant to Sections 8.1(d)(i) and 9.1(c) (i) hereof shall survive the Effective Time for the applicable Claims Period specified in this Section 7.5, and shall not be deemed waived or otherwise affected by any investigation made or any knowledge acquired with respect thereto. The representations, warranties, covenants and agreements contained in this Agreement shall also survive the Effective Time and shall continue until the expiration of the Parties applicable Claims Period specified in this Section 7.5. For purposes of this Agreement, a "Claims Period" shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnified Party. The Claims Periods under this Agreement shall survive commence on the execution and delivery date of this Agreement and shall continue in full force terminate as follows: (a) with respect to Parent Losses arising under Section 7.1(i) with respect to Sections 4.7 (Financial Statements), 4.10 (Absence of Certain Changes), and effect until twenty four 4.26 (24Accounts and Notes Receivable) months after or with respect to Section 7.1(vi), the Contribution Claims Period shall terminate on the date which is thirty (30) days following the final determination of the Closing Balance Sheet; (b) with respect to any other Parent Losses arising under Section 7.1(i) or any Parent Losses arising under Section 7.1(ii), (iii), (iv) or (v), the Claims Period shall terminate one (1) year following the Closing Date; provided, however, that ; (Ac) the representations and warranties set forth in Section 3.1 (Organization; Qualificationwith respect to Parent Losses arising under Sections 7.1(vii), the Claims Period shall continue indefinitely, except as limited by law (including by applicable statutes of limitation); (d) with respect to Shareholder Losses arising under 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) (collectively7.2, the “Fundamental Representations”Claims Period shall terminate one (1) shall survive indefinitelyyears following the Closing date; Notwithstanding the foregoing, (B) if, prior to the representations and warranties set forth in Section 3.18 (Taxes) and Section 4.11 (Taxes) and close of business on the indemnification set forth in Section 8.1(c) (Excluded Taxes) shall survive until ninety (90) days after the expiration last day of the applicable statute of limitations (giving effect to any waiverClaims Period, 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) an Indemnifying Party 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 have been properly notified as provided in Section 8.3(a)(i)(C)hereunder of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, any covenants such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved 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 disposed of in accordance with this Section 8.3(a)(i) is referred to herein as the “Expiration Dateterms hereof.” (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 Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of representation, warranty, covenant or agreement with reasonable detail, on or prior to the 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 shall continue in full force and effect until twenty four the one-year anniversary of the Closing Date (24) months after the Contribution Closing “Expiration Date”); provided, however, provided that (Ai) the representations and warranties set forth in Section Sections 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 3.4 (Governmental Approvals), 3.5 (Capitalization), Sections 3.7(a)-(c) 3.6 (Ownership of Acquired Interests and Acquired AssetsGP Interests), Section 3.20 3.18 (Brokers’ Fee), Section 3.22 (Matters Relating to Acquisition of the Convertible Preferred Units), 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.4 (Governmental Approvals), 4.5 (Capitalization) and Section 4.12 ), 4.16 (Brokers’ Fee) and 4.19 (collectively, the “Fundamental Representations”Matters Relating to Acquisition of Acquired GP Interests) shall survive indefinitely, , (Bii) the representations and warranties set forth in Section 3.18 (Taxes) 3.16 and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) 4.14 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 (giving effect which shall be deemed to any waiver, mitigation or extension thereof), (C) be the obligations to indemnify and hold harmless Expiration Date with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilitiessuch representations and warranties) and Section 8.2(d(iii) (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 Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of representation, warranty, covenant or agreement with reasonable detail, on or prior to the Expiration Date.

Survival; Claims Period. (i) The representations, warranties, warranties and 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) the date that is 18 months after the Contribution Closing Date; provided, however, that (Aa) the representations and warranties set forth in Sections 2.a (Title to Shares), 2.b (Authority) and 2.c (Investment Representations), 2.d (Accredited Investor Representations) in the Stockholder Representation and Warranties Agreement and the representations set forth in Sections 3.1 (Organization; Existence and Good Standing), 3.2 (Authority; Enforceability), 3.3 (Capitalization), 3.4 (Subsidiaries), 3.22 (Brokers’ Fees), 3.28 (State Takeover Laws; Charter Provisions), 4.1 (Organization; Existence and Good Standing) and 4.2 (Authority; Enforceability) of this Agreement shall survive indefinitely, (b) any covenants or agreements contained in this Agreement or the other Transaction Documents that by their terms are to be performed after the Closing Date shall survive until fully discharged, (c) Claims related to fraud or intentional misrepresentation in connection with this Agreement shall survive until the expiration of 60 Business Days following the date on which the statute of limitations applicable to such Claims has expired, (d) the representations and warranties set forth in Section 3.1 3.8 (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 (CapitalizationTax Matters) and Claims for indemnification under 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 Taxes8.1(b) shall survive until ninety (90) days after the expiration of 60 Business Days following the applicable date on which the statute of limitations (giving effect applicable to any waiver, mitigation or extension thereof)matters described in such sections has expired, (Ce) the obligations to indemnify and hold harmless with respect to the Losses set forth in Claims for indemnification under Section 8.1(d) (Retained Propane Business Liabilities) and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date8.1(a)(vi) shall survive until twenty four the expiration of 24 months following the Closing, and (24f) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Claims arising out of Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer8.1(a)(vii) shall survive indefinitely and (E) except until the expiration of 24 months following the Closing. The date to which a particular representation, warranty or covenant survives, as provided in Section 8.3(a)(i)(Cthe foregoing sentence, including clauses (a), 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(b), warranty(c), covenant or agreement no longer survives in accordance with (d), (e) and (f) of this Section 8.3(a)(i) 8.3 is referred to herein as the such representation’s, warranty’s or covenant’s “Expiration Date.” (ii) . No action Claim for a breach of any representation, warranty, warranty or 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)) in this Agreement shall be brought after the Expiration DateDate of such representation, warranty or covenant, except for claims Claims of which a Party has received a Claim Notice written notification setting forth in reasonable detail the claimed misrepresentation or breach of representation, warrantywarranty or covenant, covenant or agreement with reasonable detail, on or prior to the such Expiration Date.

Survival; Claims Period. (i) The representations, warranties, covenants All representations and agreements warranties of the Parties under contained in this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect Closing until twenty four (24) the date that is 15 months after the Contribution Closing Date; provided, however, provided that such 15-month survival period shall not apply to: (Ai) the representations and warranties any representation or warranty set forth in Section 3.1 6.19 (Organization; QualificationEnvironmental Matters), 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 which representations and warranties shall survive the Closing until the third anniversary of the Closing Date; (ii) any representation or warranty set forth in the Fundamental Seller Representations (excluding Section 6.15 (Taxes), which is the subject of clause (iii) below) or the Fundamental Buyer Representations, which representations and warranties shall survive the Closing indefinitely; and (iii) any representation or warranty set forth in Section 3.18 6.15 (Taxes), 6.17 (Employees; Employee Matters), 6.18 (Employee Benefit Matters) or 7.6 (Parent SEC Filings), which representations and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) warranties shall survive the Closing until ninety (90) days the date that is three months after the expiration of the applicable statute of limitations limitation (giving effect to any waiverthe date, mitigation if any, on which a representation or extension thereofwarranty contained in this Agreement so expires, the “Expiration Date”), (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 . All covenants or agreements contained in this Agreement that by their terms are to be performed at or prior to the Closing shall terminate at the Closing, and all covenants contained in whole or in part this Agreement that by their terms are to be performed after the Contribution Closing Date shall survive the Closing until fully dischargedperformed in accordance with their terms. The date on which No Indemnifying Party shall have any liability for indemnification claims made under this Article XII with respect to any breach of any representation or warranty unless a Claim Notice in respect of such representation, warranty, covenant or agreement no longer survives claim is timely given 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 Claim Notice setting forth in reasonable detail the claimed misrepresentation or breach of representation, warranty, covenant or agreement with reasonable detail, 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 Claim until such Claim has been finally resolved.