Common use of Survival; Limitation on Actions Clause in Contracts

Survival; Limitation on Actions. (a) Subject to Section 11.4(b) and Section 11.4(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after the Closing Date; (iv) the covenants and agreements of Sellers to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.3(b) and Section 11.4(c12.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations of Seller shall survive Closing indefinitely; provided, the Fundamental Representations of Seller set forth in Section 3.4(b4.9 (including the corresponding representations and warranties given in the Seller Certificate) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitationlimitations; (iii) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after as of the Closing Date; (iv) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed after Closing shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing DateDate and (B) the date such covenant expires pursuant to its terms or is otherwise fully performed; provided, the all covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 with respect to Taxes under Article 10 shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.2(a)(i), Section 12.2(a)(ii) and Section 12.2(b)(i) shall survive the Closing and terminate on as of the termination date of each respective representation, warranty, covenant, or agreement of Sellers Seller that is subject to indemnification thereunder; (vi) the covenants, representations, indemnification rights of the Purchaser Group in Section 12.2(b)(ii) and warranties Section 12.2(b)(iii) shall survive Closing and terminate thirty (30) days after the expiration of the applicable statute of limitations; (vii) the Fundamental Representations of Purchaser set forth in this Agreement and the other Transaction Documents shall survive Closing indefinitely;(viii) the Non-Fundamental Representations of Purchaser shall survive Closing indefinitely, and terminate on the date thirty (30) days after the expiration of the applicable statute of limitations; and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers Seller and Purchaser set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers neither Seller nor Purchaser shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b) and Section 11.4(c11.4(d): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental indefinitely; (iii) the Tax Representations shall survive the Closing and terminate on the date that is 30 days after the expiration of the applicable statute of limitationlimitations; (iiiiv) the covenants and agreements of Sellers the Parties to be performed on or prior to Closing shall each survive the Closing and terminate on the date six twelve (612) months after the Closing Date; (ivv) the covenants of Seller under Section 11.3(c) with respect to the Retained Liabilities (other than the Retained Liabilities defined in subpart (a) of the definition thereof and agreements the Retained Liabilities defined in subpart (d) of Sellers to be performed after Closing the definition thereof (which, in the case of subpart (d), shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date)) shall survive the Closing indefinitely; provided, (vi) the covenants and agreements in Article 8 and Section 11.3(c) with respect to the Retained Liabilities defined in subpart (a) of Sellers contained in Section 2.6, Section 6.3, Section 9.1 the definition thereof shall survive the Closing and shall terminate on the date that is 30 days after the expiration of the applicable statute of limitations; (vvii) the indemnification or reimbursement rights other covenants and agreements of the Parties to be performed after Closing shall survive until fully performed; (viii) the covenants and agreements of Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, indefinitely and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers the Parties set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers the applicable Party shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.3(b) and Section 11.4(c12.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations of Seller shall survive Closing indefinitely; provided, the Fundamental Representations of Seller set forth in Section 3.4(b4.9 (including the corresponding representations and warranties given in the Seller Certificate) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitationlimitations; (iii) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after as of the Closing Date; (iv) the covenants and agreements of Sellers Seller or Purchaser, as applicable, to be performed after Closing shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing DateDate and (B) the date such covenant expires pursuant to its terms or is otherwise fully performed; provided, the all covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 with respect to Taxes under Article 10 shall survive the Closing and terminate on thirty (30) days after the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.2(a)(i), Section 12.2(a)(ii) and Section 12.2(b)(i) shall survive the Closing and -55- terminate on as of the termination date of each respective representation, warranty, covenant, covenant or agreement of Sellers Seller that is subject to indemnification thereunder; (vi) the covenants, representations, indemnification rights of the Purchaser Group in Section 12.2(b)(ii) and warranties Section 12.2(b)(iii) shall survive Closing and terminate thirty (30) days after the expiration of the applicable statute of limitations; (vii) the Fundamental Representations of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, ; (viii) the Non-Fundamental Representations of Purchaser shall survive Closing and terminate on the date thirty (30) days after the expiration of the applicable statute of limitations; and (viiix) the representations, warranties, covenants, covenants and agreements of Sellers Seller and Purchaser set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers neither Seller nor Purchaser shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b13.3(b) and Section 11.4(c13.3(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4Tax Representations) years after the Closing Date) of each Seller shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Non-Fundamental Representations in Section 3.4(b(other than the Tax Representations) of Purchasers shall survive Closing and terminate on the date twelve (12) months after the Closing indefinitely and all other Date; (iii) the Fundamental Representations of each Seller and the Special Warranty of Title shall survive the Closing and terminate on the expiration date twenty-four (24) months after the Closing Date; (iv) the Tax Representations of each Party shall survive the Closing and terminate on the date of the applicable statute of limitationlimitations with respect thereto; (iiiv) the covenants and agreements of Sellers each Party to be performed on or prior to Closing shall each survive the Closing and terminate on the date six twelve (612) months after the Closing Date; (ivvi) the covenants and agreements of Sellers each Party to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, Date (except for the covenants and agreements of Sellers contained set forth in Section 2.68.10 which shall survive for seven (7) years after the Closing Date), Section 6.3, Section 9.1 (vii) the Fundamental Representations of Purchasers shall survive the Closing and terminate on the expiration of date twenty-four (24) months after the applicable statute of limitations; Closing Date, (vviii) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 13.2(a), Section 13.2(b) and Section 13.2(c) shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers each Seller that is subject to indemnification thereunder; , (viix) the covenantsindemnification rights of Seller Group in Section 13.1(a) and Section 13.1(b) shall survive the Closing and terminate on the termination date of each respective representation, representationswarranty, covenant or agreement of Purchasers that is subject to indemnification thereunder, (x) the covenants and warranties agreements of Purchaser set forth Purchasers in this Agreement Section 13.1(c) and the other Transaction Documents covenants and agreements of the Sellers in Section 13.2(d) shall survive the Closing and terminate on the date of the applicable statute of limitations with respect thereto and (xi) the covenants and agreements of the Sellers in Section 13.2(e) and Section 13.2(f) shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof. Notwithstanding the foregoing, any claim for Damages based on Fraud of a Seller or Purchaser, as applicable, in connection with the making of the representations and warranties contained in this Agreement shall survive until the expiration of the applicable statute of limitation.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b13.3(b), Section 13.3(c) and Section 11.4(c13.3(d): (i) (w) the Seller Non-Fundamental Representations of Sellers (other than the Special Warrantiesrepresentations and warranties set forth in Section 5.16, which shall survive until four (4) years Closing and terminate on the date that is 6 months after the Closing Date, and the representations and warranties set forth in Section 5.11, which shall survive Closing until the expiration of the applicable statute of limitations) and the corresponding representations and warranties in the Seller Certificate, (x) the covenants and agreements of Seller and the Drum Entities to be performed in full at or prior to the Closing, (y) the covenants and agreements of Seller in Section 8.22 and (z) the indemnification obligations of Seller under Section 13.2(e) shall survive Closing and terminate on the earlier of (A) the date twelve (12) that is 12 months after the Closing DateDate and (A) the disbursement of the entirety of the Holdback Amount; (iii) the Seller Fundamental Representations and the corresponding representations and warranties in Section 3.4(b) the Seller Certificate shall survive the Closing indefinitely until the expiration of the applicable statute of limitations; (i) the indemnification rights of the Purchaser Group in Section 13.2(c) (other than with respect to Seller Taxes, which 112 shall survive Closing until the expiration of the applicable statute of limitations) and all other Fundamental Representations Section 13.2(d) shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) that is 12 months after the Closing Date; (ivi) the covenants and agreements of Sellers Seller to be performed after Closing (other than Section 8.22) shall survive until the expiration of the applicable statute of limitations; (i) (x) the representations and warranties of Purchaser (other than the Purchaser Fundamental Representations) set forth in this Agreement and the Purchaser Certificate and (y) the covenants and agreements of Purchaser to be performed in full at or prior to the Closing shall survive the Closing and terminate on the date twenty-four (24) that is 12 months after the Closing Date; provided, Date and (i) all of the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive Purchaser to be performed after the Closing and terminate on (including the expiration covenants of the applicable statute of limitations; (vDrum Entities from and after the Closing) the indemnification or reimbursement rights of and the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser Fundamental Representations set forth in this Agreement and the other Transaction Documents Purchaser Certificate shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after until the applicable date statute of their expirationlimitations; provided, however, that in each of the foregoing clauses, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice or Mechanical Integrity Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b), Section 11.4(c) and Section 11.4(c11.4(d): (i) the Non-Fundamental Representations of and the corresponding representations and warranties given in the certificates delivered by Sellers (other than the Special Warranties, which shall survive until four (4) years after the at Closing Datepursuant to Section 8.2(e) shall survive the Closing and terminate on the date of the expiration of the applicable statute of limitations period; (ii) the representations and warranties of each Seller in Section 4.5 through Section 4.17 and the corresponding representations and warranties given in the certificates delivered by Sellers at Closing pursuant to Section 8.2(e) shall each survive the Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing each Seller set forth in Section 6.3 shall each survive the Closing and terminate on the date six nine (69) months after the Closing Date; (iv) the covenants and agreements of each Seller to be performed on or prior to Closing (other than the covenants set forth in Section 6.3 and Section 6.4) shall each survive the Closing and terminate on the date twelve (12) months after the Closing Date; (v) the covenants and agreements of the Sellers hereunder to be performed after the Closing (including all covenants set forth in ARTICLE 9), as applicable, and set forth in Section 6.4 shall, in each case, survive the Closing indefinitely except as may otherwise be expressly provided herein; (vi) the representations and warranties of Purchaser in Section 5.1 through Section 5.4 and the corresponding representations and warranties given in the certificates delivered by Purchaser at Closing pursuant to Section 8.3(d) shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitationslimitations period; (vvii) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, representations and warranties of Purchaser set forth in this Agreement Section 5.5 through Section 5.11 and the other Transaction Documents corresponding representations and warranties given in the certificates delivered by Purchaser at Closing pursuant to Section 8.3(d) shall survive the Closing indefinitely, ; and (viiviii) all covenants and agreements of the representationsPurchaser shall survive the Closing indefinitely except as may otherwise be expressly provided herein. Representations, warranties, covenants, covenants and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, effect after the applicable date of their expiration; provided, however, provided that there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to the expiration or termination date of the applicable survival period thereof.

Survival; Limitation on Actions. (a) Subject to Section 11.4(b12.4(b) and Section 11.4(c12.4(c): (i) the Non-Fundamental Seller Representations of Sellers (other than the Special Warranties, which than the representations and warranties of Seller in Section 4.7) shall survive until four Closing and terminate on the earlier to occur of (4A) years date twelve (12) months after the Closing DateDate or (B) the disbursement of the entirety of the Holdback Shares; (ii) the representations and warranties of Seller in Section 4.7 shall survive Closing and terminate thirty (30) days following the expiration of the applicable statute of limitations; (iii) the Seller Fundamental Representations shall survive the Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iiiiv) the covenants and agreements of Sellers Seller to be performed on or prior to Closing shall each survive the Closing and terminate on the date six twelve (612) months after the Closing Date; (ivv) the covenants and agreements of Sellers Seller to be performed after Closing (excluding the covenants under Section 12.3) shall survive the Closing and terminate on the later to occur of (A) the date twenty-four twelve (2412) months after the Closing Date; provided, Date and (B) the date such covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitationsare fully performed; (vvi) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 12.3(a) and Section 12.3(b) shall survive the Closing and terminate on the termination date of each respective representation, warranty or covenant of Seller that is subject to indemnification thereunder; (vii) the covenants and agreements of Seller set forth in Section 12.3(c) shall survive the Closing and terminate on the date twelve (12) months after the Closing Date; (viii) all of the representations and warranties of Purchaser Parties shall survive Closing and terminate on the date that is twelve (12) months after the Closing Date; (ix) the covenants and agreements of the Purchaser Parties set forth in this Agreement (excluding the covenants under Section 12.2) shall survive the Closing and terminate on the date twelve (12) months after the Closing Date (unless any covenant sets forth an express date (if any) such covenant is required to be fully performed, in which case such covenant and corresponding obligations under Section 12.2(a) shall terminate upon expiration of such date); (x) the indemnification rights of Seller in Section 12.2(a) and Section 12.2(b) shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement covenant of Sellers the Purchaser Parties that is subject to indemnification thereunder; (vixi) the covenants, representations, covenants and warranties agreements of the Purchaser Parties set forth in this Agreement and the other Transaction Documents Section 12.2(c) shall survive the Closing indefinitely, ; and (viixii) the representations, warranties, covenants, and agreements of Sellers each Party set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers such Party shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof. Notwithstanding the foregoing, any claim for Damages based on the actual and intentional fraud of Seller or a Purchaser Party, as applicable, in connection with the making of the representations and warranties contained in this Agreement shall survive indefinitely.