Common use of Survival of Claim Clause in Contracts

Survival of Claim. All of the respective ----------------- representations, warranties and obligations of the parties to this Agreement shall survive consummation of the transactions contemplated by this Agreement as follows: (i) all representations and warranties pertaining to federal, state and local taxes, including, without limitation, the representations and warranties set forth in Section 3.10 shall survive until the expiration of the applicable statute of limitations on any claim which can be brought against the Companies by tax authorities or governmental agencies or governmental units and (ii) all representations and warranties other than set forth in (i) above shall survive until twelve (12) months from the Closing Date. Notwithstanding the prior sentence which provides that the representations and warranties expire after certain stated periods of time, if within the stated period of time, a notice of a claim for indemnification or Indemnification Demand is given, or a suit or action based upon a representation or warranty is commenced, the Indemnified Party shall not be precluded from pursuing such claim or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the claim or action, by reason of the expiration of the representation or warranty." (o) Section 9.6 of the Stock Purchase Agreement is deleted in its entirety and replaced by the following new Section 9.6:

Survival of Claim. All of the respective ----------------- representations, warranties and obligations of the parties to this Agreement shall survive consummation of the transactions contemplated by this Agreement as follows: (i) all representations and warranties and obligations pertaining to federal, state and local taxes, including, without limitation, the representations and warranties set forth in Section 3.10 shall survive until the expiration of the applicable statute of limitations on any claim which can be brought against the Xxxx Companies by tax authorities or governmental agencies or governmental units and (ii) all representations and warranties and obligations other than set forth in (i) above shall survive until twelve (12) months two years from the Closing Date. Notwithstanding the prior sentence which provides that the representations and warranties and obligations expire after certain stated periods of time, if within the stated period of time, a notice of a claim for indemnification or Indemnification Demand is given, or a suit or action based upon a representation or warranty is commenced, the Indemnified Party shall not be precluded from pursuing such claim or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the claim or action, by reason of the expiration of the representation or warranty." (o) Section 9.6 of the Stock Purchase Agreement is deleted in its entirety and replaced by the following new Section 9.6:

Survival of Claim. All of the ----------------- respective ----------------- representations, warranties and obligations of the parties to this Agreement shall survive consummation of the transactions contemplated by this Agreement as follows: (i) all representations and warranties pertaining to federal, state and local taxes, including, without limitation, the representations and warranties set forth in Section 3.10 shall survive until the expiration of the applicable statute of limitations on any claim which can be brought against the Companies by tax authorities or governmental agencies or governmental units and (ii) all representations and warranties other than set forth in (i) above shall survive until twelve (12) months from the Closing Date. Notwithstanding the prior sentence which provides that the representations and warranties expire after certain stated periods of time, if within the stated period of time, a notice of a claim for indemnification or Indemnification Demand is given, or a suit or action based upon a representation or warranty is commenced, the Indemnified Party shall not be precluded from pursuing such claim or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the claim or action, by reason of the expiration of the representation or warranty." (om) Section 9.6 of the Stock Purchase Agreement is deleted in its entirety and replaced by the following new Section 9.6:

Survival of Claim. All of the respective ----------------- representations, ----------------- warranties and obligations of the parties to this Agreement shall survive consummation of the transactions contemplated by this Agreement as follows: (i) all representations and warranties pertaining to federal, state and local taxes, including, without limitation, the representations and warranties set forth in Section 3.10 shall survive until the expiration of the applicable statute of limitations on any claim which can be brought against the Xxxxxxx Companies by tax authorities or governmental agencies or governmental units and (ii) all representations and warranties other than set forth in (i) above shall survive until twelve (12) months two years from the Closing Date provided, however, that if Eastern sells its assets or merges into another corporation where Eastern is not the surviving entity the survival period shall be reduced to one year from the Closing Date. Notwithstanding the prior sentence which provides that the representations and warranties expire after certain stated periods of time, if within the stated period of time, a notice of a claim for indemnification or Indemnification Demand is given, or a suit or action based upon a representation or warranty is commenced, the Indemnified Party shall not be precluded from pursuing such claim or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the claim or action, by reason of the expiration of the representation or warranty." (o) Section 9.6 of the Stock Purchase Agreement is deleted in its entirety and replaced by the following new Section 9.6: