Common use of Survival of Provisions and Indemnification Obligations Clause in Contracts

Survival of Provisions and Indemnification Obligations. (a) The representations and warranties of the Parties set forth in Article 4 and Article 5 of this Purchase Agreement shall survive the Closing for one (1) year from the Closing; provided, however, that the Fundamental Representations of the Parties shall survive the Closing indefinitely. (b) The covenants and the indemnification obligations (other than with respect to the representations and warranties of the Parties, which shall be governed by Section 12.4(a) above) of the Parties set forth in this Purchase Agreement shall survive the Closing as follows: (i) in the case of covenants of the Parties (other than the covenants set forth in Section 7.8(a)), until the first (1st) anniversary of the Closing Date, or otherwise in accordance with their terms; (ii) in the case of the covenants of the Parties set forth in Section 7.8(a), until the third (3rd) anniversary of the Closing Date; and (iii) in the case of the indemnification obligations of the Parties set forth in Sections 12.1(a)(iii), 12.1(a)(iv) and 12.1(b)(iii), indefinitely. (c) Notwithstanding the foregoing, in the event a claim for indemnification is made in accordance with the provisions hereof on or before the expiration of the applicable survival period for the provision under which such claim is made, the obligations of the Indemnifying Party shall continue as to such claim until it has been finally resolved.

Survival of Provisions and Indemnification Obligations. (a) The representations and warranties of the Parties set forth in Article 4 3, Article 4, and Article 5 of this Purchase Agreement shall survive the Closing for one until the first (11st) year from anniversary of the ClosingClosing Date; provided, however, that the Fundamental Representations of the Parties shall survive the Closing indefinitely. (b) The covenants and the indemnification obligations (other than with respect to the representations and warranties of the Parties, which shall be governed by Section 12.4(a11.4(a) above) of the Parties set forth in this Purchase Agreement shall survive the Closing as follows: (i) in the case of covenants of the Parties (other than the covenants set forth in Section 7.8(aSections 7.2(a)), until the first (1st) anniversary of the Closing Date, or otherwise in accordance with their terms; (ii) in the case of the covenants of the Parties set forth in Section 7.8(a7.2(a), until the third (3rd) anniversary of the Closing Date; and (iii) in the case of the indemnification obligations of the Parties set forth in Sections 12.1(a)(iii11.1(a)(iii), 12.1(a)(iv11.1(b)(iii) and 12.1(b)(iii11.1(b)(iv), indefinitely. (c) Notwithstanding the foregoing, in the event a claim for indemnification is made in accordance with the provisions hereof on or before the expiration of the applicable survival period for the provision under which such claim is made, the obligations of the Indemnifying Party shall continue as to such claim until it has been finally resolved.

Survival of Provisions and Indemnification Obligations. (a) The representations and warranties of the Parties set forth in Article 4 and Article 5 of this Purchase Agreement shall survive the Closing for one (1) year from the Closing; provided, however, that the Fundamental Representations of the Parties shall survive the Closing indefinitely. (b) The covenants and the indemnification obligations (other than with respect to the representations and warranties of the Parties, which shall be governed by Section 12.4(a11.4(a) above) of the Parties set forth in this Purchase Agreement shall survive the Closing as follows: (i) in the case of covenants of the Parties (other than the covenants set forth in Section 7.8(a7.1(a)), until the first (1st) anniversary of the Closing Date, or otherwise in accordance with their terms; (ii) in the case of the covenants of the Parties set forth in Section 7.8(a7.1(a), until the third (3rd) anniversary of the Closing Date; and (iii) in the case of the indemnification obligations of the Parties set forth in Sections 12.1(a)(iii), 12.1(a)(iv11.1(a)(iii) and 12.1(b)(iii11.1(b)(iii), indefinitely. (c) Notwithstanding the foregoing, in the event a claim for indemnification is made in accordance with the provisions hereof on or before the expiration of the applicable survival period for the provision under which such claim is made, the obligations of the Indemnifying Party shall continue as to such claim until it has been finally resolved.

Survival of Provisions and Indemnification Obligations. (a) The representations and warranties of the Parties set forth in Article 4 3 and Article 5 4 of this Purchase Agreement shall survive the Closing for one (1) year from until the Closingfirst anniversary of the Closing Date; provided, however, that the Fundamental Representations of the Parties shall survive the Closing indefinitely. (b) The covenants and the indemnification obligations (other than with respect to the representations and warranties of the Parties, which shall be governed by Section 12.4(a10.5(a) above) of the Parties set forth in this Purchase Agreement shall survive the Closing as follows: (i) in the case of covenants of the Parties (other than the covenants set forth in Section 7.8(aSections 6.2(a) and 6.3(e)), until the first (1st) anniversary of the Closing Date, or otherwise in accordance with their terms; (ii) in the case of the indemnification obligations of Seller set forth in Sections 10.1(a)(iv) and 10.2(a)(i), until the second anniversary of the Closing Date; (iii) in the case of the covenants of the Parties set forth in Section 7.8(a6.2(a), until the third (3rd) anniversary of the Closing Date; and (iiiiv) in the case of the covenants of the Parties set forth in Section 6.3(e), and of the indemnification obligations of the Parties set forth in Sections 12.1(a)(iii10.1(a)(iii), 12.1(a)(iv10.1(b)(iii) through 10.1(b)(vi), 10.2(a)(ii) and 12.1(b)(iii10.2(b), indefinitely. (c) Notwithstanding the foregoing, in the event a claim for indemnification is made in accordance with the provisions hereof on or before the expiration of the applicable survival period for the provision under which such claim is made, the obligations of the Indemnifying Party shall continue as to such claim until it has been finally resolved.