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. 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.

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.