Common use of Survival; Limitations Clause in Contracts

Survival; Limitations. (a) Subject to the limitations and other provisions of this Agreement, the representations and warranties of Buyer and Seller contained herein shall survive the Closing and shall remain in full force and effect until the date that is two years after the Closing Date. Notwithstanding the preceding sentence, any indemnification claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein. Any claim, for indemnification or otherwise, based upon or arising out of the breach or alleged breach of a representation or warranty must be brought before the expiration of the survival period, or it will be deemed waived. (b) All covenants and agreements of the Parties contained herein shall survive the Closing for a period of five years or for the period specified therein. Notwithstanding the preceding sentence, any claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein. (c) Any claim arising out of or in connection with this Agreement must be brought, if at all, within years after the Closing Date, or within such shorter period as may be specified with respect to a particular claim, or it will be deemed waived and released.