Common use of Survival Date Clause in Contracts

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. Neither the Company nor the Shareholders Seller Stockholder will 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 or in any other Transaction Document unless written notice of a possible claim for indemnification with respect to such breach is given by a Buyer Party to the Company or the Seller Stockholder as applicable, 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 Sections 2.8 (Tax Matters) or Section 2.16 and 2.15 (Compliance with LawsEmployee Benefits); (ii) at any time with respect to claims arising under Section Sections 2.1 (Organization; Corporate Power and Licenses of the Company), 2.2 (Capitalization and Related Matters), Section 2.3 (No Subsidiaries; Investments), and Section 2.4 2.4(a) (Authorization; No Breach), and, as applicable (the representations and warranties contained in the Sections referenced in clause (b)(i) and this clause (ii) and Section 2.8 (Tax Matters) and Section 2.16 (Compliance with Lawsb)(ii) are collectively referred to herein as the “Company Seller Fundamental Representations” and, individually, as a “Company Seller Fundamental Representation”); (iii) on or before the date that is eighteen second anniversary of the Closing Date with respect to claims arising under Sections 2.4(b) (18No Breach), 2.10 (Intellectual Property Rights), 2.14 (Employees), 2.16 (Compliance with Laws) calendar months from or 2.18(b) (Certain Customer Contracts) or 2.19 (Warranties); (iv) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2; and (ivv) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c)) below, 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 Seller Stockholder 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. Neither the Company nor the The Selling 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 indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, 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”):Seller Shareholder Representative: (i) on or before the date which is thirty (30) 90 days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 2.8 (Tax Matters) or Section Sections 2.16 (Compliance with Laws) and/or 2.8(Tax Matters); (ii) at any time with respect to claims arising under Section Sections 2.1 (Organization; Corporate Power and Licenses of the CompanyPower), Section 2.2 (Capitalization), 2.3 (Company Subsidiaries; Investments), and Section and/or 2.4 (Authorization; No Breach), ) as applicable (the representations and warranties contained in the Sections referenced in this the clause (i) and clause (ii) and in this Section 2.8 (Tax Matters) and Section 2.16 (Compliance with Laws6.2(b) are collectively referred to herein as the “Company Buyer Fundamental Representations” and, individually, as a “Company Buyer Fundamental Representation”);; and (iii) on or before the date that is eighteen (18) calendar months from first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2; and 2 (iv) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c)such date, 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 claimeach Section, the Company and the Shareholders shall be required is referred to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim until such claim is finally resolvedherein as its “Survival Date”).

Survival Date. Neither the Company nor the Shareholders Seller Members will 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 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 Sections 2.8 (Tax Matters) or Section ), 2.15 (Employee Benefits), 2.16 (Compliance with Laws) and/or 2.21 (Environmental and Safety Matters); (ii) at any time with respect to claims arising under Section Sections 2.1 (Organization; Corporate Power and Licenses of the Company), Section 2.3 (Subsidiaries; Investments), and Section 2.4 (Authorization; No Breach), 2.10 (Intellectual Property Rights), and 2.14(c) (Classification of Employees), as applicable (the representations and warranties contained in Section 2.8 (Tax Matters) and 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 Buyer Fundamental Representations” and, individually, as a “Company Buyer Fundamental Representation”); (iii) on or before the date that is eighteen second anniversary of the Closing Date with respect to claims arising under Sections 2.2 (18Capitalization and Related Matters), 2.4(b) calendar months from (No Breach), 2.18(b) (Certain Customer Contracts) or 2.19 (Warranties); (iv) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2; and (ivv) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c)) below, 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 Seller Members 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. Neither the Company nor the The Seller Shareholders will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) (and related Losses arising under Section 6.2(a)(iv)) for the breach of any representation or warranty contained in Article 2 of this Agreement or in any other Transaction Document 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”):Major Seller Shareholder: (i) on or before the date which is thirty (30) 90 days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section Sections 2.8 (Tax MattersTax) or Section 2.16 and 2.15 (Compliance with LawsERISA); (ii) at any time with respect to claims arising under Section Sections 2.1 (Organization; Corporate Power and Licenses of the CompanyPower), Section 2.3 2.2 (Subsidiaries; InvestmentsCapitalization), and Section or 2.4 (Authorization; No Breach), as applicable (the representations and warranties contained in the Sections referenced in clause (i) above and this clause (ii) and Section 2.8 (Tax Matters) and Section 2.16 (Compliance with Laws) are collectively referred to herein as the “Company Seller Fundamental Representations” and, individually, as a “Company Seller Fundamental Representation”);; and (iii) on or before the date that is eighteen (18) calendar months from first anniversary of the Closing Date with respect to claims arising under any other Section of Article 22 (such date, with respect to each Section, is referred to herein as its “Survival Date”); and (iv) notwithstanding the foregoing and it being understood that, subject to the limitations set forth in Section 6.2(c)) below, 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 may continue to seek indemnification from the Seller Shareholder under this Article 6 for all Losses that any Buyer Party may suffer with respect to such claim until such claim is finally resolvedthrough the date of the claim, the end of the survival period and beyond.