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

Survival of Provisions and Indemnification Obligations. (a) Subject to Section 10.5(b) and unless as otherwise provided in this Purchase Agreement, all representations, warranties and indemnifications herein, the covenants of the Parties and the indemnification obligations of the Parties set forth in this Purchase Agreement shall survive (x) any investigation of the Parties and (y) the Closing as follows: (i) in the case of representations and warranties of the Parties in Article III and Article IV of this Purchase Agreement (and indemnification obligations of the Parties therefore), until one (1) year after the Closing Date; provided, however, that the Fundamental Representations of the Parties shall survive the Closing until the lapse of the applicable statute of limitations; (ii) in the case of covenants and indemnification obligations of the Parties other than the covenants set forth in Sections 6.1(j) (Remediation and Monitoring Projects) 6.3(g) (Revenues and Remittance of Monies) and 6.3(l) (Confidentiality) and the indemnification obligations set forth in Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a) and 10.2(b), until one (1) year after the Closing Date, or otherwise in accordance with their terms; (iii) in the case of the covenants set forth in Section 6.3(f) (Employee Covenant), until the second anniversary of the Closing Date; (iv) in the case of the covenants set forth in Section 6.1(j) (Remediation and Monitoring Projects), until ten (10) years after the Closing Date; and (v) in the case of the covenants set forth in Sections 6.3(g) (Revenues and Remittance of Monies) and 6.3(l) (Confidentiality) and of the indemnification obligations set forth in Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a) and 10.2(b), until the lapse of the applicable statute of limitations. (b) 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) Subject to Section 10.5(b9.4(b) and unless as otherwise provided in this Purchase Agreement, all representations, warranties and indemnifications herein, the covenants of the Parties and the indemnification obligations of the Parties set forth in this Purchase Agreement shall survive (x) any investigation of the Parties and (y) the Closing as follows: (i) in the case of representations and warranties of the Parties in Article III and Article IV of this Purchase Agreement (and indemnification obligations of the Parties therefore), until one (1) year after the Closing Date; provided, however, that (A) the Fundamental Representations of the Parties shall survive the Closing until the lapse of the applicable statute of limitationslimitations and (B) the representations and warranties of Seller set forth in Section 3.12 shall survive until sixty (60) days following the expiration of the applicable statute of limitation (taking into account any extensions thereof); (ii) in the case of covenants and indemnification obligations of the Parties Parties, other than the covenants as set forth in Sections 6.1(j) clauses (Remediation and Monitoring Projects) 6.3(g) (Revenues and Remittance of Moniesiii) and 6.3(l(iv) (Confidentiality) and the indemnification obligations set forth in Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a) and 10.2(b)of this Section 9.4, until one (1) year after the Closing Date, or otherwise in accordance with their terms; (iii) in the case of the covenants set forth in Section 6.3(f) (Employee Covenant), until the second anniversary of the Closing Date; (iv) in the case of the covenants set forth in Section 6.1(j) (Remediation and Monitoring Projects), until ten (10) years after the Closing Date; and (v) in the case of the covenants set forth in Sections 6.3(g) (Revenues and Remittance of Monies5.3(e) and 6.3(l) (Confidentiality5.3(i) and of the indemnification obligations set forth in Sections 10.1(a)(iii9.1(a)(iii), 10.1(b)(iii9.1(a)(iv), 10.1(b)(iv) 10.1(b)(v9.1(b)(i)(C), 10.2(a9.1(b)(i)(D), 9.1(b)(ii) and 10.2(b9.1(b)(iii), until the lapse of the applicable statute of limitations; and (iv) in the case of covenants set forth in Article X, until sixty (60) days following the expiration of the applicable statute of limitations (taking into account any extensions thereof). (b) 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. (ai) Subject to Section 10.5(b) The representations and unless as otherwise provided in this Purchase Agreement, all representations, warranties and indemnifications herein, the covenants of the Parties and the indemnification obligations of the Parties set forth in Article 3, Article 4, and Article 5 of this Purchase Agreement shall survive (x) any investigation of the Parties and (y) the Closing as follows: (i) in until the case eighteen-month anniversary of representations and warranties of the Parties in Article III and Article IV of this Purchase Agreement (and indemnification obligations of the Parties therefore), until one (1) year after the Closing Date; provided, however, that (A) the representations and warranties set forth in Section 4.5 shall terminate and expire on the third (3rd) anniversary of the Closing Date; (B) the Fundamental Representations of the Parties shall survive the Closing until the lapse expiration of the applicable statute of limitations; , and (iiC) in the case of covenants representations and indemnification obligations of the Parties other than the covenants warranties set forth in Sections 6.1(j) (Remediation and Monitoring Projects) 6.3(g) (Revenues and Remittance of Monies) and 6.3(l) (Confidentiality) Section 4.3 and the indemnification obligations set forth in owed by any Seller to Buyer pursuant to Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a11.1(a)(iii) and 10.2(b), 11.1(a)(iv) shall survive until one the date that is sixty (160) year calendar days after the Closing Date, or otherwise in accordance with their terms; (iii) in the case of the covenants set forth in Section 6.3(f) (Employee Covenant), until the second anniversary of the Closing Date; (iv) in the case of the covenants set forth in Section 6.1(j) (Remediation and Monitoring Projects), until ten (10) years after the Closing Date; and (v) in the case of the covenants set forth in Sections 6.3(g) (Revenues and Remittance of Monies) and 6.3(l) (Confidentiality) and of the indemnification obligations set forth in Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a) and 10.2(b), until the lapse expiration of the applicable statute of limitations. (bii) Notwithstanding The indemnification obligations of each Party under Sections 11.1(a)(ii) or 11.1(b)(ii), as applicable, for the foregoing, covenants set forth in Article VI shall survive the Closing as follows: (A) in the event a claim for indemnification is made case of covenants of the Parties set forth in accordance with the provisions hereof on or before Sections 6.1(a), 6.1(b), 6.1(c), 6.1(d), 6.1(e), and 6.2(c), until the expiration of eighteen (18) months from the applicable Closing Date; (B) in the case of covenants of the Parties set forth in Section 6.3(d), until the third anniversary of the Closing Date; (C) in the case of covenants of the Parties set forth in Sections 6.2(a), 6.3(a), 6.3(b), and 6.3(c), until the seventh-year anniversary of the Closing Date; and (D) in the case of covenant of Buyer set forth in Sections 6.2(b), indefinitely. (iii) The other covenants and the indemnification obligations to be performed after the Closing (other than with respect to (A) the representations and warranties of the Parties and the indemnification obligations owed by any Seller to Buyer pursuant to Sections 11.1(a)(iii) and 11.1(a)(iv), survival period periods for which shall be governed by Section 11.2(b)(i) above, and (B) the indemnification obligations of each Party under Sections 11.1(a)(ii) or 11.1(b)(ii), as applicable, for the provision under covenants set forth in Article VI, survival periods for which such claim is made, the obligations shall be governed by Section 11.2(b)(ii) above) of the Indemnifying Party Parties set forth in this Purchase Agreement shall continue as to such claim until it survive the Closing indefinitely, unless a shorter period has been finally resolvedexpressly contemplated in this Purchase Agreement.