Common use of Survival Date Clause in Contracts

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 or agreement of Seller will not be subject to any time limitations, and it is expressly agreed that there shall be no expiration with respect to Excluded Liabilities or for any other matter for which Buyer is indemnified hereunder.

Survival Date. Neither the Company nor the Seller Member will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above 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 Article 2 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, this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by a Buyer Party to the Buyer Company or the Seller Member as applicable, as follows (such date, with respect to Seller each Section, is referred to herein as its “Survival Date”): (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 occuri) on or before the date which is thirty (i30) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 4.19 Sections 2.15 (Labor Employee Benefits), 2.16 (Compliance with Laws) and/or 2.21 (Environmental and Employment Safety Matters); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate Power and Licenses of the Company), 2.2 (Capitalization and Related Matters), under Section 4.21 2.3 (TaxesSubsidiaries; Investments), under Section 4.23 2.4 (Environmental Authorization; No Breach), 2.8 (Tax Matters), under Section 4.25 2.14 (Events Subsequent to Most Recent Fiscal Year End), under Section 4.34 (Licenses and PermitsEmployees), and 2.10 (Intellectual Property Rights), as applicable (the representations and warranties contained in the Sections referenced in this clause (ii) and clause (i) are collectively referred to herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); (iii) on or before the second anniversary of the Closing Date with respect to all other claims arising under Section 4 Sections 2.4(b) (No Breach), 2.18(b) (Certain Customer Contracts) or Section 6 2.19 (Warranties); (iv) on or any claims for before the breach first anniversary 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 claims arising under any claims for other Section of Article 2; and (v) notwithstanding the breach or inaccuracy of any representation or warranty contained foregoing and subject to the limitations set forth in Section 4.9 (Physical Condition of Acquired Assets6.2(c) (each date under clauses (i)below, (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 applicable Survival Date with respect to such any claim, the representations Company and warranties the Seller Members shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such breach shall continue to survive claim until such matter claim is finally 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 or agreement of Seller will not be subject to any time limitations, and it is expressly agreed that there shall be no expiration with respect to Excluded Liabilities or for any other matter for which Buyer is indemnified hereunder.

Survival Date. Seller will (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 12:01 a.m. on January 1, 1998; provided, however, that (i) claims with respect to the representations and warranties contained in Section 5.11(c), such claim shall have been made on or prior to the third anniversary date of this Agreement; (ii) with respect to the representations and warranties related to tax matters and contained in Section 5.26, such claim shall have been made prior to the running of the applicable statutes of limitations; and (iii) with respect to the representations and warranties related to environmental matters and contained in Section 5.7, such claim shall have been made on or prior to the fifth anniversary date of this Agreement. Notwithstanding anything contained herein to the contrary, no indemnified party shall be liable entitled to indemnification with respect to any claim for the 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 inaccuracy failure of any such representation or warranty contained resulting in Section 4 such claim. (except for Section 4.1 (Corporate Status), Section 4.3 (Authorizations and Binding Obligations), Section 4.4(ib) 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 Any 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 obligations arising under Section 4.19 (Labor 12.1(a)(ii) or Section 12.2(a)(ii) shall lapse 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 become of no further force and Permits), and (ii) the second anniversary of the Closing Date effect with respect to all other claims arising under Section 4 or Section 6 or any claims for not made by Indemnitee's delivery of written notice containing details reasonably sufficient to disclose to Indemnitor the breach nature and scope 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 claim 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 third anniversary date 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 or agreement of Seller will not be subject to any time limitations, and it is expressly agreed that there shall be no expiration with respect to Excluded Liabilities or for any other matter for which Buyer is indemnified hereunder.