Common use of Survival; Claims Period Clause in Contracts

Survival; Claims Period. (i) The representations, warranties, covenants and agreements set forth in 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 (A) the Fundamental Representations shall survive indefinitely, (B) the representations and warranties set forth in Section 3.15 and Section 4.17 shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the two-year anniversary of the Closing Date, (C) the representations and warranties set forth in Section 3.10, Section 3.12 and Section 4.12 and the covenants set forth in Section 5.12 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 (D) 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.

Survival; Claims Period. (i) The representations, warranties, covenants and agreements set forth in of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until fifteen (15) months after the 18-month anniversary of the Contribution Closing Date (the “Expiration Date”); provided 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), Section 3.7 (Ownership of Acquired Interests), 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 Representations”) shall survive indefinitely, (B) the representations and warranties set forth in Section 3.15 3.18 and Section 4.17 shall survive 4.11 and the execution and delivery of this Agreement and shall continue in full force and effect until the two-year anniversary of the Closing Date, (C) the representations and warranties indemnification set forth in Section 3.10, Section 3.12 and Section 4.12 and the covenants set forth in Section 5.12 8.1(b) 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 limitations, (which shall be deemed to be C) the Expiration Date with respect to such representations and warrantieswarranties set forth in Section 3.14 and Section 4.9 shall survive for three (3) years after the Contribution Closing Date, and (D) any covenants or agreements contained in this Agreement that by their terms are to be performed 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”.

Survival; Claims Period. (i) The representationsrepresentations and warranties of the Parties under this Agreement, warranties, and the covenants and agreements set forth contained in this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the 18eighteen-month anniversary of the Closing Date (the “Expiration Date”); provided provided, that (Ai) the representations set forth in Section 3.7 (Title to Assets) and the Fundamental Representations (other than the Tax Representations) shall survive indefinitely, (Bii) the Tax Representations and the representations and warranties set forth in Sections 3.11 (Environmental Matters), 3.15 (Employment and Labor Matters) and 3.16 (Employee Benefits) shall survive until the sixtieth day following the expiration of the applicable statute of limitations with respect to the matters covered thereby, (iii) the representations and warranties set forth in Section 3.15 and Section 4.17 3.6 (Rights-of-Way) shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the two-five year anniversary of the Closing Date, (C) the representations and warranties set forth in Section 3.10, Section 3.12 and Section 4.12 and the covenants set forth in Section 5.12 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 (Div) any post-closing covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing Date shall survive until fully discharged or, if not capable of being discharged, until fully cured.