Common use of Survival; Limitations Clause in Contracts

Survival; Limitations. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses under

Survival; Limitations. (a) Subject to the limitations Section 13.3(b) and Section 13.3(c): Non-Fundamental Representations (other provisions of this Agreement, than the representations and warranties contained set forth in Section 5.10) of each Seller and/or Company set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) and the indemnity in Section 13.2(g) shall survive Closing and terminate on the Final Holdback Release Date; the representations and warranties set forth in Section 5.10 (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; Fundamental Representations of each Seller and/or Company set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) shall survive Closing and terminate on the date that is thirty (30) days after the expiration of the statutes of limitations applicable to such matters; the covenants and agreements of each Party to be performed on or prior to Closing shall terminate on the date that is twelve (12) months after the Closing Date; the covenants and agreements of each Seller or Purchaser to be performed after Closing shall survive the Closing and terminate when fully performed (other than in the case of the Sellers’ Representative, the covenants in Section 13.2, or in the case of Purchaser, the covenants in Section 13.1, in each case, which shall remain terminate on the date the applicable representations, warranties and covenants that is subject to indemnification thereunder); the indemnity in full force Section 13.2(f) with respect to the Specified Liabilities set forth in subparts (a), (b) and effect until (e) of the definition of “Specified Liabilities” shall terminate on the Final Holdback Release Date, and with respect to the Specified Liabilities set forth in subparts (f) and (g) and (h) of the definition of “Specified Liabilities” shall terminate on the date that is 12 thirty (30) days after the expiration of the statutes of limitations applicable to such matters, and with respect to the Specified Liabilities set forth in subparts (c) and (d) of the definition of “Specified Liabilities” shall terminate on the date that is thirty-six (36) months from after the Closing Date, provided that ; the representations and warranties other indemnification or reimbursement rights of Seller set forth the Purchaser Group in Section 3.1 (Corporate Organization), Section 3.2 (Authorization), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) 13.2 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of any Seller or Company, as applicable, that is subject to indemnification thereunder; and the representations, and warranties of Purchaser set forth in this Agreement and the Purchaser Party Certificate shall remain in full force survive Closing and effect until terminate on the date that is 18 months from thirty (30) days after the Closing Dateexpiration of the statutes of limitations applicable to such matters; provided, and nothing contained herein however, there shall limit be no expiration or restrict termination of any Buyer Indemnified Party’s or Seller Indemnified Party’s right bona fide claim validly asserted pursuant to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in a valid Claim Notice pursuant to this Agreement with respect to be performed such a representation, warranty, covenant, or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party agreement prior to the expiration or termination date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses underthereof.

Survival; Limitations. Notwithstanding (a) the making of this Agreement, (b) any examination made by or on behalf of the Parties hereto, (c) the Closing hereunder, and (d) the subsequent dissolution or liquidation of any of the Parties to this Agreement, the respective representations, warranties, covenants, agreements and indemnities of the Parties contained herein or in any Schedule, Exhibit, certificate or other document delivered pursuant hereto or in connection herewith shall survive for the following periods (as applicable, the “Survival Periods”): (i) the representations and warranties made in Sections 6.1 and 7.1, shall survive until expiration of the applicable statute of limitations for the underlying cause of action;(ii) the covenants and agreements required to be performed under Sections 9.1(c) and 9.1(g), shall survive for a period of two (2) years after the Closing Date; (iii) the covenants and agreements under Section 9.2, which shall survive for a period of five (5) years after the Closing Date; (iv) the covenants and agreements under Section 9.1(a)(i), which shall survive for a period of ten (10) years after the Closing Date; and (v) all representations, warranties, covenants, agreements and indemnities of the Parties that are not otherwise identified in clauses (i) through (iv) above (collectively, the “General Covenants”) shall survive for a period of eighteen (18) months after the Closing Date. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that the representations and warranties of Seller set forth in Section 3.1 (Corporate Organization)Sections 6.20 and 14.15, Section 3.2 (Authorization)if Purchaser determines that Seller has defaulted on, Section 3.4 (Ownership or breached or violated any of Purchased Assets)its covenants, Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit representations or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements warranties contained in this Agreement or otherwise defaulted in its obligations under this Agreement in any manner and such default is not cured within ten (10) business days following written notice from Purchaser, then Purchaser shall have the right to be performed or complied with pursue an action against Seller for the actual damages (excluding consequential, speculative and punitive damages) incurred by Purchaser. Any action that is not brought by a party prior to the Closing conclusion of the applicable Survival Period shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein thereafter be barred; provided that if a party delivers to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party other party prior to the expiration date conclusion of the applicable survival period Survival Period a written notice (i) stating its intention to file a legal action against the other party, and (ii) setting forth in reasonable detail the grounds for such legal action, then such party shall not thereafter be barred by have an additional thirty (30) calendar days following the expiration conclusion of the applicable Survival Period in which to file, and serve upon the other party, the complaint in such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses underlegal action.

Survival; Limitations. Subject to All of the limitations terms and other provisions conditions of this Agreement, together with the representations representations, warranties and warranties covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement and the agreements of the parties to indemnify each other as set forth in this Article XI shall survive the execution of this Agreement and the Closing Date notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto and shall remain in full force continue until and effect until all claims with respect thereto shall be made prior to April 1, 2008 (the date “Indemnification Period”); provided further that is 12 months from with respect to any income tax liability of UCS, ExOp, UPN or any of their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, provided that the representations agreement of the Sellers to indemnify the Purchaser and warranties its Affiliates shall survive until, and all claims with respect thereto shall be made prior to, the expiration of Seller set forth the applicable statute of limitations prescribed by Section 6501 of the IRC, as such statutes of limitations may have been or be extended by agreement from time to time. No indemnification for liability under Article XI for any Claims shall be required to be made by the Indemnitor until the aggregate amount of the liability for the Indemnitee’s Claims exceeds Twenty Thousand Dollars ($20,000) and indemnification shall thereafter be required to be made by the Indemnitor for all such Claims from the first dollar of such Claims. The aggregate liability of an Indemnitor under Article XI or for any other claim or liability pursuant to this Agreement, as applicable, shall not exceed $1,080,000 and shall not be reduced by any early release of the Escrow Funds as described in Section 3.1 (Corporate Organization)11.2 hereof. Notwithstanding the foregoing, Section 3.2 (Authorization)no basket or cap on indemnification or Indemnification Period shall apply to any income tax liability of UCS, Section 3.4 (Ownership ExOp, UPN or any of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency) and Section 3.15 (No Brokers) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from their subsidiaries or Affiliates attributable to any activities or transactions occurring by any of them on or prior to the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained as in this Agreement to be performed or complied with prior to Section above described. Except as provided in the Closing preceding sentence and as provided in Section 11.7 hereof, no party hereto shall terminate upon have any indemnification obligations beyond the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any losses, liabilities, damages, claims or expenses underIndemnification Period.

Survival; Limitations. Subject All of the representations and warranties of the Shareholders and Buyer contained in ARTICLE IV and ARTICLE V, respectively, will survive the Closing hereunder and continue in full force and effect for a period of twenty-four (24) months thereafter, except that the Fundamental Representations will not expire until the applicable statute of limitations with respect thereto. Any Claims Notice with respect to any claim for indemnification based on the representations and warranties in this Agreement must identify the particular representation and warranty that is claimed to have been breached, together with the underlying facts and Covered Losses relating thereto, in each case, to the limitations extent known, and must be given by the Indemnified Party to the Indemnifying Party prior to the expiration of the survival period for such representation and warranty as set forth in the preceding sentence. Any such Claims Notice given prior to such date may continue to be asserted and shall continue to be indemnified against thereafter. Any claim for indemnification hereunder that is not properly asserted as provided herein may not be pursued and is hereby irrevocably waived upon and after the expiration of the applicable period of survival. Indemnification obligations hereunder that are not in respect of representations and warranties shall survive the Closing indefinitely. The representations and warranties of the parties shall not be affected or deemed waived by reason of any investigation made by or on behalf of any other provisions party or its representatives or by reason of this Agreement, the fact that such other party or any of its representatives knew or should have known that any such representation or warranty is or might be inaccurate or incorrect in any respect. For all purposes of (i) determining whether there has been any misrepresentation of or inaccuracy in the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date, provided that this Agreement (other than the representations and warranties of Seller set forth in Section 3.1 (Corporate OrganizationSections 4.6(c), Section 3.2 4.7 (Authorizationfirst sentence), Section 3.4 (Ownership of Purchased Assets), Section 3.11 (Taxes), Section 3.14 (Insolvency4.8(p) and Section 3.15 4.19(a)) and (No Brokersii) (the foregoing collectively the “Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date, and nothing contained herein shall limit or restrict any Buyer Indemnified Party’s or Seller Indemnified Party’s right to maintain or recover any amounts in connection with any action or claim based upon fraud. All covenants or other agreements contained in this Agreement to be performed or complied with prior to the Closing shall terminate upon the Closing. All other covenants or other agreements contained in this Agreement shall survive the Closing without limitation. Notwithstanding the foregoing or any provision herein to the contrary, (a) any claims asserted by proper notice hereunder by a Buyer Indemnified Party or Seller Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved, (b) Seller shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party forcalculating Covered Losses hereunder, any losses, liabilities, damages, claims “material,” “materiality,” “Material Adverse Effect” or expenses undersimilar qualification in such representations and warranties shall be disregarded.