Common use of Survival of Claims Clause in Contracts

Survival of Claims. (a) Except as otherwise provided in this Section 10.4, all representations and warranties of the Seller and the Buyer contained in this Agreement shall survive the Closing Date for a period of fifteen (15) months following the Closing Date. Notwithstanding the generality of the immediately preceding sentence, (i) the Fundamental Representations, (ii) Claims with respect to fraud, and (iii) any Claim for a breach of a covenant made pursuant to this Agreement shall survive until sixty (60) days after the expiration of the applicable statute of limitations with respect thereto. (b) The indemnification provided for in this Article 10 shall terminate at the applicable time set forth in Section 10.4(a) (and no Claims shall be made by any Buyer Indemnified Party or Seller Indemnified Party thereafter), except that such indemnification by the Seller or the Buyer, as applicable, shall continue as to any Losses with respect to which any Buyer Indemnified Party or Seller Indemnified Party, as applicable, has validly given a notice of a Claim to the Seller or to the Buyer, as applicable, in accordance with the requirements of Section 10.3 on or prior to the date such indemnification would otherwise terminate in accordance with Section 10.4(a), as to which the obligation of the Seller or the Buyer, as applicable, shall continue solely with respect to the specific matters described in such notice of a Claim until the liability of the Seller or the Buyer, as applicable, shall have been determined pursuant to this Article 10 and the Seller shall have reimbursed all Buyer Indemnified Parties, or the Buyer shall have reimbursed all Seller Indemnified Parties, as applicable, for the full amount of such Losses that are payable with respect to such notice of a Claim in accordance with this Article 10.

Survival of Claims. (a) Except as otherwise provided in this Section 10.4, all All representations and warranties of the Seller and the Buyer contained made in this Agreement, in the Behavioral Solutions License Agreement or in any certificate or other document delivered pursuant hereto, and all indemnification obligations with respect to any such representation or warranty, shall survive terminate and expire on the Closing Date second anniversary hereof. No action or proceeding seeking indemnification, damages or other relief for a period breach of fifteen (15) months following any such representation or warranty or for any misrepresentation or inaccuracy with respect thereto shall be commenced after such date with respect to all claims of any indemnified person under this Section 12, which shall not have been previously asserted, with reasonable specificity, by written notice to the Closing Dateother party. Notwithstanding the generality foregoing, the representations and warranties (together with the related indemnification obligations) contained in Sections 8(a)(i), 8(d) (solely insofar as it relates to title to the Acquired Assets), 8(h), 8(m), 9(a) and 9(b) of the immediately preceding sentence, this Agreement and clauses (i) through (iv) of Section 11 of the Fundamental Representations, (ii) Claims with respect to fraud, and (iii) any Claim for a breach of a covenant made pursuant to this Behavioral Solutions License Agreement shall survive until sixty (60) 60 days after following the expiration of the applicable statute of limitations with respect thereto. (b) The indemnification provided for in this Article 10 shall terminate at applicable to the applicable time set forth in Section 10.4(a) (and no Claims shall be made by any Buyer Indemnified Party or Seller Indemnified Party thereafter), except that such indemnification by the Seller or the Buyer, as applicable, shall continue as to any Losses matters covered thereby. If a claim with respect to which any Buyer Indemnified Party representation or Seller Indemnified Partywarranty is asserted in writing, as applicablewith reasonable specificity, has validly given a notice of a Claim to the Seller or to the Buyer, as applicable, in accordance with the requirements of under this Section 10.3 on or 12 prior to the date otherwise applicable expiration date, such indemnification would otherwise terminate in accordance with Section 10.4(a), as to which the obligation of the Seller or the Buyer, as applicable, claim shall continue solely with respect to the specific matters described in such notice of a Claim survive until the liability of the Seller or the Buyer, as applicable, shall have been determined pursuant to this Article 10 and the Seller shall have reimbursed all Buyer Indemnified Parties, or the Buyer shall have reimbursed all Seller Indemnified Parties, as applicable, for the full amount of such Losses that are payable with respect to such notice of a Claim in accordance with this Article 10it is finally resolved.

Survival of Claims. (a) Except as otherwise provided in this Section 10.48.4, all representations and warranties of the Seller and the Buyer contained in this Agreement shall survive the Closing Date for a period of fifteen (15) 18 months following the Closing Date. Notwithstanding the generality of the immediately preceding sentence, (i) the Fundamental Representations, Representations and (ii) Claims with respect to fraud, and (iii) any Claim claim for a breach of a covenant made pursuant to this Agreement shall survive until sixty (60) 60 days after the expiration of the applicable statute of limitations with respect thereto. (b) The indemnification provided for in this Article 10 VIII shall terminate at the applicable time set forth in Section 10.4(a8.4(a) (and no Claims claims shall be made by any Buyer Indemnified Party or Seller Indemnified Party thereafter), except that such indemnification by the Seller or the Buyer, as applicable, shall continue as to any Losses Damages with respect to which any Buyer Indemnified Party or Seller Indemnified Party, as applicable, has validly given a notice of a Claim claim to the Seller or to the Buyer, as applicable, in accordance with the requirements of Section 10.3 8.3 on or prior to the date such indemnification would otherwise terminate in accordance with Section 10.4(a8.4(a), as to which the obligation of the Seller or the Buyer, as applicable, shall continue solely with respect to the specific matters described in such notice of a Claim until the liability of the Seller or the Buyer, as applicable, shall have been determined pursuant to this Article 10 VIII and the Seller shall have reimbursed all Buyer Indemnified Parties, or the Buyer shall have reimbursed all Seller Indemnified Parties, as applicable, for the full amount of such Losses Damages that are payable with respect to such notice of a Claim claim in accordance with this Article 10VIII.

Survival of Claims. (a) Except All of the respective representations and warranties of the Sellers shall survive consummation of the transactions contemplated by this Agreement as otherwise provided in this Section 10.4, follows: (i) all representations and warranties of the Seller Sellers pertaining to anti- trust Laws, unfair competition Laws and the Buyer contained racketeering Laws set forth in this Agreement Section 2.13 shall survive the Closing Date for a period of fifteen (15) thirty months following after the Closing Date. Notwithstanding the generality of the immediately preceding sentence, (i) the Fundamental Representations, (ii) Claims with respect the representations and warranties of Sellers made in the first two sentences of Section 2.13(b) as to fraudmatters of which they had no knowledge shall survive for eighteen months after the Closing Date, and all other representations and warranties pertaining to Environmental Laws set forth in Section 2.13, including, without, limitation the representations and warranties of the Sellers made in the first two sentences of Section 2.13(b) as to matters of which Sellers had knowledge shall survive for thirty months after the Closing Date, (iii) any Claim for a breach all representations and warranties of a covenant made pursuant Sellers pertaining to this Agreement federal, state and local taxes, including, without limitation, the representations and warranties set forth in Section 2.10 shall survive until sixty (60) days after the expiration of the applicable statute of limitations with respect theretoon any claim which can be brought against the Sellers by tax authorities or governmental agencies or governmental units and (iv) all representations and warranties other than set forth in (i), (ii) and (iii) above shall survive until eighteen months from the Closing Date. (b) The indemnification provided for in All of the respective representations and warranties of Purchasers shall survive consummation of the transactions contemplated by this Article 10 shall terminate at the applicable time Agreement as follows: (i) all representations and warranties of Purchasers set forth in Section 10.4(a) (and no Claims 3.4 shall be made by any Buyer Indemnified Party or Seller Indemnified Party thereafter), except that such indemnification by survive until the Seller or the Buyer, as applicable, shall continue as to any Losses with respect to which any Buyer Indemnified Party or Seller Indemnified Party, as applicable, has validly given a notice of a Claim to the Seller or to the Buyer, as applicable, in accordance with the requirements of Section 10.3 on or prior to the date such indemnification would otherwise terminate in accordance with Section 10.4(a), as to which the obligation expiration of the Seller or the Buyer, as applicable, shall continue solely applicable statute of limitations on any claim which can be brought with respect to the specific matters described in such notice sale of a Claim security and (ii) all representations and warranties other than set forth in (i) above shall survive until eighteen months from the liability Closing Date. (c) Notwithstanding the provisions of Section 8.5(a) and 8.5(b) above, which provides that representations, warranties and obligations expire after certain stated periods of time, if within the stated period of time, an Indemnification Demand is given, or a suit or action based upon 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 Seller expiration of the representation or the Buyer, as applicable, shall have been determined pursuant to this Article 10 and the Seller shall have reimbursed all Buyer Indemnified Parties, or the Buyer shall have reimbursed all Seller Indemnified Parties, as applicable, for the full amount of such Losses that are payable with respect to such notice of a Claim in accordance with this Article 10warranty.