Common use of Survival of Certain Representations and Warranties Clause in Contracts

Survival of Certain Representations and Warranties. The representations, warranties, covenants and agreements of the Parties, ECP II-C Fund and Dynegy contained in this Agreement shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that (i) the (A) Company Specified Representations, (B) the Seller Specified Representations, (C) the representations and warranties set forth in Section 5.01 (Organization and Existence), Section 5.02 (Authorization) and Section 5.07 (Brokers) (such representations, the “Fundamental Representations”) and (D) the representations and warranties set forth in Section 4.12 (Employee Matters), Section 4.13 (Environmental Matters) and Section 4.14 (Taxes) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, (ii) any covenant or agreement which by its terms is to be performed after Closing shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and there shall be no liabilities or obligations with respect thereto from and after such date and (iii) the covenants and agreements set forth in Section 9.01(a)(iii) and Section 9.01(b) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, further, that any claim made or asserted by a Person with respect to any representation, warranty, covenant or agreement within the survival period applicable to such representation, warranty, covenant or agreement shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.

Survival of Certain Representations and Warranties. (a) The representations, warranties, covenants and agreements of the Parties, ECP II-C Fund and Dynegy Parties contained in this Agreement shall survive for a period of twelve (12) months after the Closing Date other than covenants and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that (i) the (A) Company Specified Representations, (B) the Seller Specified Representations, (C) the representations and warranties set forth in Section 5.01 (Organization and Existence), Section 5.02 (Authorization) and Section 5.07 (Brokers) (such representations, the “Fundamental Representations”) and (D) the representations and warranties set forth in Section 4.12 (Employee Matters), Section 4.13 (Environmental Matters) and Section 4.14 (Taxes) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, (ii) any covenant or agreement agreements which by its their terms is are to be performed after Closing Closing, which shall survive until the date that is ninety sixty (9060) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and there shall be no liabilities or obligations with respect thereto from and after such date and (iii) the covenants and agreements set forth in Section 9.01(a)(iii) and Section 9.01(btherewith) shall survive for a period of two twelve (212) years months after the Closing Date Date, and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that the representations and warranties set forth in Section 2.01, Section 2.02, Section 2.04(a) and (b), Section 2.21 (the “Company Fundamental Representations”), the representations and warranties set forth in Section 3.01, Section 3.02 and Section 3.05 (the “Majority Member Fundamental Representations”) and the representations set forth in Section 4.01, Section 4.02 and Section 4.09 (the “Parent Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations for such claims; provided, further, that any claim made or asserted by a Person with respect to any representation, warranty, covenant or agreement within the applicable survival period applicable to such representation, warranty, covenant or agreement shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied. (b) Notwithstanding anything in this Agreement to the contrary, no representative, Affiliate of, or direct or indirect equity owner in, the Company or the Majority Member shall have any personal liability to either Parent, either Merger Sub or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of the Company or the Majority Member in this Agreement, and no representative, Affiliate of, or direct or indirect equity owner in, either Parent or either Merger Sub shall have any personal liability to the Company, the Majority Member or any other Person as a result of the breach of any representation, warranty, covenant, agreement or obligation of either Parent or either Merger Sub in this Agreement. 1440241.11A-WASSR01A - MSW

Survival of Certain Representations and Warranties. The representationsExcept as otherwise provided below, warranties, covenants and agreements of the Parties, ECP II-C Fund and Dynegy contained in this Agreement shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that (i) the (A) Company Specified Representations, (B) the Seller Specified Representations, (C) the representations and warranties set forth in Section 5.01 Article IV and Article V shall survive the Closing and continue in full force and effect for a period ending on the last day of the eighteenth (Organization 18th) whole month following the Closing Date. Notwithstanding the foregoing: (a) all representations and Existence), Section 5.02 warranties underlying Exempt Claims shall survive the Closing and continue in full force and effect in perpetuity; (Authorization) and Section 5.07 (Brokers) (such representations, the “Fundamental Representations”) and (Db) the representations and and/or warranties set forth in Section 4.12 (4.19(b) [Relating to Employee Matters), Section 4.13 (Environmental Matters) Classifications and Section 4.14 (Taxes) Failure to Pay or Provide Benefits] shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, until thirty (ii) any covenant or agreement which by its terms is to be performed after Closing shall survive until the date that is ninety (9030) days after following the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and there shall be no liabilities or obligations with respect thereto from and after such date and expiration of the statute of limitation applicable thereto; (iiic) the covenants and agreements representations and/or warranties set forth in Section 9.01(a)(iii) and Section 9.01(b) 4.15 [Customers] shall survive for a period of two (2) years after the Closing Date until the last day of the thirty-sixth (36th) whole month following the Closing Date; and (d) all covenants and there agreements of the Parties contained in this Agreement shall survive the Closing in perpetuity or for such shorter period as may be no liabilities set forth herein. Notwithstanding the preceding two sentences, any representation or obligations with warranty in respect thereto from and after such date; provided, further, that any claim made of which indemnity may be sought under Section 8.2 or asserted by a Person with respect Section 8.3 will survive the time at which it would otherwise terminate pursuant to any representation, warranty, covenant or agreement within the survival period applicable preceding two sentences if written notice of the breach thereof giving rise to such representation, warranty, covenant or agreement indemnity shall continue have been given to survive with respect the Party against whom such indemnity may be sought prior to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfiedtime.

Survival of Certain Representations and Warranties. The Other than (a) Sections 3.01 (Organization and Existence), 3.02 (Authorization), 3.05 (Title), 3.07 (Brokers), 4.01 (Organization and Existence), 4.02 (Capitalization and Subsidiaries), 4.05 (Title to Subsidiaries), 4.15 (Brokers), 4.23 (Exclusive Representations and Warranties), 5.01 (Organization and Existence), 5.02 (Authorization), 5.07 (Brokers), 5.08 (Investment Intent), 5.10 (Investigation), 5.11 (Disclaimer Regarding Projections) and 5.13 (Exclusive Representations and Warranties) (collectively, the “Specified Representations”) which shall survive indefinitely, (b) 4.12 (Environmental Matters), which shall survive for a period of three (3) years after the Closing Date and (c) 4.14 (Taxes), which shall survive until ninety (90) days following the expiration of the relevant statute of limitations, all other representations, warranties, covenants and agreements of the Parties, ECP II-C Fund and Dynegy Parties contained in this Agreement shall survive for a period of twelve (12) months after the Closing Date other than covenants and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that (i) the (A) Company Specified Representations, (B) the Seller Specified Representations, (C) the representations and warranties set forth in Section 5.01 (Organization and Existence), Section 5.02 (Authorization) and Section 5.07 (Brokers) (such representations, the “Fundamental Representations”) and (D) the representations and warranties set forth in Section 4.12 (Employee Matters), Section 4.13 (Environmental Matters) and Section 4.14 (Taxes) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, (ii) any covenant or agreement agreements which by its their terms is are to be performed after Closing Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and there shall be no liabilities or obligations with respect thereto from and after such date and (iii) the covenants and agreements set forth in Section 9.01(a)(iii) and Section 9.01(btherewith) shall survive for a period of two eighteen (218) years months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, further, that any claim Claim made or asserted by a Person with respect to any representation, warranty, covenant or agreement within the applicable survival period applicable to such representation, warranty, covenant or agreement shall continue to survive with respect to such claim Claim until such claim Claim is finally resolved and all obligations with respect thereto are fully satisfied.

Survival of Certain Representations and Warranties. The representations, warranties, covenants and agreements of the Parties, ECP II-C Fund and Dynegy contained in this Agreement shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that (i) the (A) Company Specified Representations, (B) the Seller Specified Representations, (C) the representations and warranties set forth in Section 5.01 5.01(a) (Organization and Existence), Section 5.02 5.01(b) (Authorization) and Section 5.07 5.01(g) (Brokers), Section 5.02(a) (Organization and Existence), Section 5.02(b) (Authorization) and Section 5.02(g) (Share Consideration) (such representations, the “Fundamental Representations”) and (D) the representations and warranties set forth in Section 4.12 (Employee Matters), Section 4.13 (Environmental Matters) and Section 4.14 (Taxes) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, (ii) any covenant or agreement which by its terms is to be performed after Closing shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and there shall be no liabilities or obligations with respect thereto from and after such date and (iii) the covenants and agreements set forth in Section 9.01(a)(iii), (iv) and Section 9.01(b(v) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, further, that any claim made or asserted by a Person with respect to any representation, warranty, covenant or agreement within the survival period applicable to such representation, warranty, covenant or agreement shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.