Survival Date. Neither the Company nor the Shareholders will be liable with respect to any claim made pursuant to Section 6.2(a)(i) for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by a Buyer Party to the Company as follows (such date, with respect to each Section, is referred to herein as its “Survival Date”):
(i) on or before the date which is thirty (30) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 2.8 (Tax Matters) or Section 2.16 (Compliance with Laws);
(ii) at any time with respect to claims arising under Section 2.1 (Organization; Corporate Power and Licenses of the Company), Section 2.3 (Subsidiaries; Investments), and Section 2.4 (Authorization; No Breach), (the Sections referenced in this clause (ii) and Section 2.8 (Tax Matters) and Section 2.16 (Compliance with Laws) are collectively referred to herein as the “Company Fundamental Representations” and, individually, as a “Company Fundamental Representation”);
(iii) on or before the date that is eighteen (18) calendar months from the Closing Date with respect to claims arising under any other Section of Article 2; and
(iv) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c), so long as written notice is given on or prior to the applicable Survival Date contained in this Section 6.2(b) with respect to any claim, the Company and the Shareholders shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim until such claim is finally resolved.
Survival Date. Seller will not be liable with respect to any claim for the breach or inaccuracy of any representation or warranty contained in Section 4 (except for Section 4.1 (Corporate Status), Section 4.3 (Authorizations and Binding Obligations), Section 4.4(i) and (iii) (Absence of Conflict or Breach); Section 4.7(a) (Real Property), Section 4.8(b) and (c) (Owned and Leased Tangible Personal Property) and Section 4.29 (Brokerage) which shall not be subject to any time limitations), or any claim for the breach of any other representation, warranty, pre-closing covenant or pre-closing agreement on behalf of Seller contained herein, unless written notice of a possible claim for indemnification with respect to such breach is given by the Buyer to Seller (which notice shall identify with specificity the nature of the claim, the breach alleged and the reasons why a loss in respect of such matter is likely to occur) on or before (i) the expiration of the applicable statute of limitations with respect to claims arising under Section 4.19 (Labor and Employment Matters), under Section 4.21 (Taxes), under Section 4.23 (Environmental Matters), under Section 4.25 (Events Subsequent to Most Recent Fiscal Year End), under Section 4.34 (Licenses and Permits), and (ii) the second anniversary of the Closing Date with respect to all other claims arising under Section 4 or Section 6 or any claims for the breach of any other representation, warranty, pre-closing covenant or pre- closing agreement on behalf of Seller or the Companies or any of them contained herein or in any document delivered by Seller or the Companies at the Closing, and (iii) six months from the Closing Date with respect to any claims for the breach or inaccuracy of any representation or warranty contained in Section 4.9 (Physical Condition of Acquired Assets) (each date under clauses (i), (ii) and (iii) a "Survival Date"), it being understood that so long as such written ------------- notice is given in accordance with the terms hereof on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is resolved. The foregoing two-year and six month contractual limitation as to the time for giving written notice of a claim hereunder shall not apply with respect to any intentional, deliberate and material breach of any representation, warranty or covenant under this Agreement. Any breach of any post-closing covenant o...
Survival Date. Buyer will not be liable with respect to any claim made pursuant to Section 6.3(a)(i) above for the breach of any representation or warranty contained in Article 3 of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by the Company to Buyer as follows:
(i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer) and/or 3.2 (Authorization of Transaction) (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Seller Fundamental Representations” and, individually, as a “Seller Fundamental Representation”);
(ii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Sections of Article 3; and
(iii) notwithstanding the foregoing and subject to the limitations set forth in Section 6.3(c) below, so long as written notice is given on or prior to the applicable Survival Date contained in this Section 6.3(b) with respect to any claim, Buyer shall be required to indemnify any Seller Party for all Losses that any Seller Party may suffer with respect to such claim until such claim is finally resolved.
Survival Date. Buyer will not be liable with respect to any claim made pursuant to Section 6.3(a)(i) above for the breach of any representation or warranty contained in Article 3 of this Agreement unless written notice of a possible claim for indemnification accompanied by reasonable particulars thereof specifying the nature of the claim, is given by the Seller Shareholder Representative to the Buyer:
(i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer) and 3.2 (Authorization of Transaction), as applicable (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Selling Fundamental Representations” and, individually, as a “Selling Fundamental Representation”); and
(ii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Sections of Article 3 (such date, with respect to each Section, is referred to herein as its “Survival Date”); it being understood that, subject to the limitations set forth in Section 6.3(c) below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, Buyer shall be required to indemnify any Selling Shareholder for all Losses that any Selling Shareholder may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.
Survival Date. (a) The indemnification obligations of each party (the "Indemnitor") obligated to provide indemnification to the other (the "Indemnitee") under Section 12.1(a)(i) or Section 12.2(a)(i) shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee's delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by the eighteen month anniversary of the Closing. Notwithstanding anything contained herein to the contrary, no indemnified party shall be entitled to indemnification with respect to any claim under Section 12.1(a)(i) or 12.2(a)(i), if such indemnified party has actual knowledge prior to Closing of any circumstance constituting a breach or failure of any such representation or warranty resulting in such claim where such breach would have entitled such indemnified party not to consummate the transactions contemplated by this Agreement at Closing. The indemnification obligations under Sections 12.1(a)(ii) and (iii) and Sections 12.2(a)(ii) and (iii) shall not be limited by time, but shall survive in accordance with the terms of the underlying obligations to which they relate.
Survival Date. The Parent and the Company will not be liable with respect to any claim made pursuant to Section 4.2.1(a) above for the breach of any representation or warranty contained in Article II of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by an Indemnitee to the Parent:
(a) on or before the date which is ninety days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 2.12 (Tax Matters), Sections 2.14.1 through 2.14.4 (Intellectual Property Right) or Section 2.21 (Compliance with Laws, but excluding Section 2.21.1); and
(b) on or before the date which is two years after the Closing with respect to claims arising under any other sections of Article II (such date as set forth in clause (a) or (b) of this Section 4.2.2, as applicable, with respect to each applicable Section of Article II is referred to herein as its “Survival Date”); it being understood that, subject to the limitations set forth in Section 4.2.3 below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, the Company and the Parent shall be required to jointly and severally indemnify the Indemnitees for all Losses that the Indemnitees may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.
Survival Date. The Seller shall not be liable with respect to any claim made pursuant to Section 5.2.1, unless written notice of a possible claim for indemnification with respect to such breach is given by a Purchaser Indemnitee to the Seller:
(a) on or before the date which is ninety (90) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims as a result of breach of any representation or warranty made in Section 3.8 (Tax Matters) or arising under Section 5.2.1(c);
(b) at any time with respect to claims as a result of breach of any Seller Fundamental Representation or Company Fundamental Representation;
(c) on or before the date which is five (5) years after the Closing with respect to claims as a result of breach of any representation or warranty made in any other Section of Article II or Article III;
(d) indefinitely with respect to any covenant made under Article VII; and
(e) on or before two (2) years after the date that performance of such covenant or agreement is contemplated, with respect to claims arising under Section 5.2.1(b) (such date as set forth in clauses (a), (b), (c) or (d) of this Section 5.2.2, as applicable, is referred to herein as its “Survival Date”). provided that, any claim arising as a result of breach of any representation or warranty made in Article II or Article III which (or the delay in discovery of which) is the consequence of fraud, or willful or intentional breach by the Seller or any current or former director or officer of any Group Company, shall terminate only upon the expiration of the statutory limitation period under the Laws of the applicable jurisdiction. It being understood that, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, such claim shall survive until it is resolved in accordance with this Article V.
Survival Date. The indemnification obligations of each party (the "Indemnitor") obligated to provide indemnification to the other (the "Indemnitee") under Sections 7.01 an 7.02 shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee's delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by March 31, 2009 (the "Claims Period"); provided, however, that notwithstanding the forgoing, the Claims Period during which a claim for indemnification may be asserted with respect to:
(a) Assumed Liabilities or Retained Liabilities shall continue indefinitely;
(b) Sections 2.01 (Corporate), 2.02 (Authority), 3.01 (Corporate), 3.02 (Authority), 3.08 (Title to Properties) shall continue indefinitely; and
(c) Sections 3.04 (Tax Matters) and 3.07(c) (Compliance with Laws and Orders; Environmental Laws) shall begin on the Closing Date and shall terminate as of the date of the expiration of the statute of limitations applicable to the subject matter thereof to which the claim for indemnification relates.
(d) Sections 7.01(b) and 7.02(b) shall continue in effect as to each agreement referenced in such Sections that contemplates performance after the Closing, in accordance with the terms of such agreements, as long as any claim for indemnification in respect of a breach of such agreements is brought within six (6) months after the other party has become aware of facts giving reasonable notice that a breach has occurred. Any indemnification obligations arising under Section 7.01 or 7.02 shall lapse and become of no further force and effect with respect to all claims with respect to which Indemnitee does not timely give notice to Indemnitor in accordance with Section 7.06 or Section 7.07(b), as applicable. The intention of this Section 7.03 is to shorten the applicable statute of limitations for which to bring claims for indemnity under this Agreement.
Survival Date. The Seller Shareholders will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by a Buyer Party to the Company:
(i) on or before the date which is 90 days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 2.15 (ERISA);
(ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate Power), 2.2 (Capitalization), 2.4 (Authorization; No Breach), and/or 2.8 (Tax), as applicable (the representations and warranties contained in the Sections referenced in this clause (ii) are collectively referred to herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); and
(iii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 (such date, with respect to each Section, is referred to herein as its “Survival Date”).
Survival Date. Buyer will not be liable with respect to any claim made pursuant to Section 6.3(a)(i) (and related Losses arising under Section 6.3(a)(iii)(y)) for the breach of any representation or warranty contained in Article 3 of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by a Seller Party to the Company:
(i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer), 3.2 (Authorization of Transaction), 3.3 (Noncontravention) or 3.4 (Brokers), as applicable (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); and
(ii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Sections of Article 3; it being understood that, subject to the limitations set forth in Section 6.3(c) below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, the Seller Party may continue to seek indemnification from the Buyer under this Article 6 for all Losses that any Seller Party may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.
