Common use of Survival of Representations and Warranties, Covenants and Agreements Clause in Contracts

Survival of Representations and Warranties, Covenants and Agreements. The representations and warranties of Seller, the Company and Buyer contained in this Agreement will survive the Closing for fifteen (15) months after the Closing Date; provided, however, that the representations and warranties (i) of Seller set forth in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.4 (Ownership) and Section 2.6 (Brokers), (ii) of the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) (with respect to title to Owned Real Property), the first sentence of Section 3.9 (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokers) and (iii) of Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority) and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty will survive as to such claim until such claim has been finally resolved. All covenants and agreements contained in this Agreement and all claims in respect of Pre-Closing Taxes or Post-Closing Taxes will survive the Closing for the applicable statute of limitations, unless the covenant or agreement specifies a term, in which case such covenant, agreement or claim will survive the Closing for such specified term unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such covenant or agreement, in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties of the Company set forth in Section 3.13, and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will survive the Closing for five (5) years after the Closing Date, unless a claim is made prior to the expiration of such five (5)-year period, in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events that Buyer gains knowledge of following the Closing (with respect to which Buyer’s sole and exclusive remedy will be pursuant to Section 10.21(c)) will survive the Closing for the earlier to occur of five (5) years after the Closing Date, or the issuance of a certificate of occupancy for the Buyer Arena Project, unless a claim is made prior to the expiration of such period, in which case such claim will survive as to such claim until such claim has been finally resolved. With respect to Pre-Closing Liabilities or Post-Closing Liabilities, neither Seller or Seller Parent (in the case of Pre-Closing Liabilities) nor Buyer or Buyer Parent (in the case of Post- Closing Liabilities) will have any liability pursuant to Section 8.2(c) or Section 8.3(c), as applicable unless a claim is made under this Agreement prior to the date that is eighteen (18) months following the Closing Date, in which case the indemnification obligations of Seller, Seller Parent, Buyer or Buyer Parent, as applicable, in respect thereof will survive the Closing as to such claim until such claim has been finally resolved; provided, that the foregoing time limitation shall not apply to (x) the obligations of Seller and Seller Parent pursuant to Section 8.2(c) in respect of the litigation matters identified by Seller and Seller Parent on Schedule 3.6, or (y) Pre-Closing Liabilities or Post-Closing Liabilities arising pursuant to Section 5.22.

Survival of Representations and Warranties, Covenants and Agreements. The Each of the (i) representations and warranties of Seller, the Company and Buyer contained in this Agreement will survive the Closing for fifteen (15) months after the Closing Date; provided, however, that the representations and warranties (i) of Seller set forth in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.4 (Ownership) and Section 2.6 (Brokers), (ii) of the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) (with respect to title to Owned Real Property), the first sentence of Section 3.9 (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokers) and (iii) of Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority) and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty will survive as to such claim until such claim has been finally resolved. All covenants and agreements parties contained in this Agreement and all claims in respect any Ancillary Documents delivered by or on behalf of Pre-Closing Taxes or Post-Closing Taxes will any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby, and (ii) indemnification covenants set forth in Sections 9.1 and 9.2 hereof, shall survive the Closing of the transactions contemplated hereby and any investigation made by the parties or their agents for a period of eighteen (18) months after the Closing, after which no claim for indemnification for any breach of any representation or warranty under this Agreement or covenants to indemnify under Sections 9.1 and 9.2 hereof (i) may be brought, (ii) no action with respect thereto may be commenced, and (iii) no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the breach of representation or warranty or indemnification covenants set forth in either of Sections 9.1 or 9.2 claimed on or before the expiration of such eighteen (18) month period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.11 or 3.25, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, unless or (iii) the covenant claim relates to any representation or agreement specifies a term, warranty in which case such covenant, agreement Sections 3.2 or claim will survive the Closing for such specified term unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such covenant or agreement, in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties of the Company set forth in Section 3.13, and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will survive the Closing for five (5) years after the Closing Date, unless a claim is made prior to the expiration of such five (5)-year period, in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events that Buyer gains knowledge of following the Closing (with respect to which Buyer’s sole and exclusive remedy will be pursuant to Section 10.21(c)) will survive the Closing for the earlier to occur of five (5) years after the Closing Date, or the issuance of a certificate of occupancy for the Buyer Arena Project, unless a claim is made prior to the expiration of such period, in which case such claim will survive as to such claim until such claim has been finally resolved. With respect to Pre-Closing Liabilities or Post-Closing Liabilities, neither Seller or Seller Parent (in the case of Pre-Closing Liabilities) nor Buyer or Buyer Parent (in the case of Post- Closing Liabilities) will have any liability pursuant to Section 8.2(c) or Section 8.3(c), as applicable unless a claim is made under this Agreement prior to the date that is eighteen (18) months following the Closing Date3.35, in which case the representation or warranty shall indefinitely survive the Closing. The covenants and agreements arising from, incident to or in connection with this Agreement, other than the indemnification obligations of Seller, Seller Parent, Buyer or Buyer Parent, as applicable, covenants set forth in respect thereof will Section 9.1 and 9.2 hereof shall survive the Closing as to such claim indefinitely, until such claim has been finally resolved; provided, that the foregoing time limitation shall not apply to (x) the obligations of Seller covenants and Seller Parent pursuant to Section 8.2(c) in respect of the litigation matters identified by Seller agreements are fully satisfied and Seller Parent on Schedule 3.6require no performance or forbearance, or (y) Pre-Closing Liabilities or Post-Closing Liabilities arising pursuant to Section 5.22the rights of a party hereto expire on a specific date by the terms hereof.

Survival of Representations and Warranties, Covenants and Agreements. The Each of the representations and warranties of Seller, the Company and Buyer contained in this Agreement will survive the Closing for fifteen (15) months after the Closing Date; provided, however, that the representations and warranties (i) of Seller set forth in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.4 (Ownership) and Section 2.6 (Brokers), (ii) of the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) (with respect to title to Owned Real Property), the first sentence of Section 3.9 (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokers) and (iii) of Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority) and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty will survive as to such claim until such claim has been finally resolved. All covenants and agreements parties contained in this Agreement and all claims in respect any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of Pre-Closing Taxes or Post-Closing Taxes will any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the parties or their agents for a period of eighteen (18) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach or falsity of any representation or warranty under this Agreement or any Ancillary Document, may be brought, and no action with respect thereto may be commenced, and no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.10 or 3.25, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, unless or (iii) the covenant claim relates to any representation or agreement specifies a termwarranty in Sections 3.5 or 10.7, in which case such covenantthe representation or warranty shall indefinitely survive the Closing. The covenants and agreements arising from, agreement incident to or claim will in connection with this Agreement shall survive the Closing for indefinitely, until such specified term unless covenants and agreements are fully satisfied and require no performance or forbearance, or the rights of a claim is made party hereto expire on a specific date by the terms hereof; provided, however, the survival period during which the Purchaser and/or the Parent may make claims under this Agreement prior for a Loss or Losses resulting from Excluded Liabilities shall be (x) eighteen (18) months after the Closing with respect to the Excluded Liabilities described in Sections 2.1(b)(ii)(H), 2.1(b)(ii)(I), 2.1(b)(ii)(J), and 2.1(b)(ii)(L), and (y) the expiration of the applicable survival statute of limitations period for such covenant or agreement, the Excluded Liabilities described in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties of the Company set forth in Section 3.13, and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will survive the Closing for five (5) years after the Closing Date, unless a claim is made prior to the expiration of such five (5)-year period, in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events that Buyer gains knowledge of following the Closing (with respect to which Buyer’s sole and exclusive remedy will be pursuant to Section 10.21(c)) will survive the Closing for the earlier to occur of five (5) years after the Closing Date, or the issuance of a certificate of occupancy for the Buyer Arena Project, unless a claim is made prior to the expiration of such period, in which case such claim will survive as to such claim until such claim has been finally resolved. With respect to Pre-Closing Liabilities or Post-Closing Liabilities, neither Seller or Seller Parent (in the case of Pre-Closing Liabilities) nor Buyer or Buyer Parent (in the case of Post- Closing Liabilities) will have any liability pursuant to Section 8.2(c) or Section 8.3(cSections 2.1(b)(ii)(C), as applicable unless a claim is made under this Agreement prior to the date that is eighteen (182.1(b)(ii)(D), 2.1(b)(ii)(E) months following the Closing Date, in which case the indemnification obligations of Seller, Seller Parent, Buyer or Buyer Parent, as applicable, in respect thereof will survive the Closing as to such claim until such claim has been finally resolved; provided, that the foregoing time limitation shall not apply to (x) the obligations of Seller and Seller Parent pursuant to Section 8.2(c) in respect of the litigation matters identified by Seller and Seller Parent on Schedule 3.6, or (y) Pre-Closing Liabilities or Post-Closing Liabilities arising pursuant to Section 5.222.1(b)(ii)(K).

Survival of Representations and Warranties, Covenants and Agreements. The representations and warranties (and any related indemnification obligations) of Seller, the Company and Buyer contained Parties made in this Agreement will Agreement, or any other Transaction Document, shall survive the Closing for fifteen and continue in full force and effect until the expiration of twelve (1512) months after from the Closing Date; provided, however, except that (i) the representations and warranties contained in Sections 5.19 (i) of Seller set forth in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.4 (OwnershipEnvironmental Matters) and Section 2.6 5.21 (BrokersTax Matters) shall survive the Closing and continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations (including any modification, extension, waiver or tolling thereof), (ii) of the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) (with respect to title to Owned Real Property), the first sentence of Section 3.9 (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokers) and (iii) of Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority) and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty will survive as to such claim until such claim has been finally resolved. All covenants and agreements contained in this Agreement and all claims in respect of Pre-Closing Taxes or Post-Closing Taxes will survive the Closing for the applicable statute of limitations, unless the covenant or agreement specifies a term, in which case such covenant, agreement or claim will survive the Closing for such specified term unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such covenant or agreement, in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties contained in Sections 5.3 (No Conflict; Governmental Authorizations), 5.7 (other than the first sentence thereof) (Title to Purchased Assets: Sufficiency of the Company set forth in Section 3.13Assets), 5.15 (Intellectual Property), 5.18 (Employee Matters), and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will 6.2 (No Conflict; Governmental Authorizations) shall survive the Closing and continue in full force and effect for five a period of three (53) years after the Closing Date, unless a claim is made and (iii) the Fundamental Representations shall survive the Closing indefinitely. All covenants and agreements (and any related indemnification obligations) contained herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their respective terms. All covenants and agreements contained herein which by their terms contemplate full performance at or prior to the Closing shall terminate upon the Closing. The indemnification obligations set forth in Sections 10.2(a)(iii) through 10.2(a)(vii), 10.2(b)(iii) and 10.2(b)(iv) shall continue and survive the Closing indefinitely. No claim or proceeding may be commenced after the expiration of such five (5)-year periodthe applicable survival periods, provided that the indemnification obligations set forth in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events that Buyer gains knowledge of following the Closing (this Article X shall not terminate with respect to any item as to which Buyer’s sole and exclusive remedy will be pursuant to Section 10.21(c)) will survive the Closing for the earlier to occur of five (5) years after the Closing Dateany Buyer Indemnified Party or Seller Indemnified Party shall have, or the issuance of a certificate of occupancy for the Buyer Arena Project, unless a claim is made prior to before the expiration of such the applicable survival period, previously made a claim in which case such claim will survive as to such claim until such claim has been finally resolved. With respect to Pre-Closing Liabilities or Post-Closing Liabilities, neither Seller or Seller Parent (in the case of Pre-Closing Liabilities) nor Buyer or Buyer Parent (in the case of Post- Closing Liabilities) will have any liability writing pursuant to Section 8.2(c) this Article X. Each representation and covenant shall be interpreted separately and the application of any representation or Section 8.3(c), as applicable unless a claim is made under this Agreement prior to the date that is eighteen (18) months following the Closing Date, in which case the indemnification obligations of Seller, Seller Parent, Buyer or Buyer Parent, as applicable, in respect thereof will survive the Closing as to such claim until such claim has been finally resolved; provided, that the foregoing time limitation covenant shall not apply to (x) be limited by the obligations applicability of Seller and Seller Parent pursuant to Section 8.2(c) in respect of the litigation matters identified by Seller and Seller Parent on Schedule 3.6, any other representation or (y) Pre-Closing Liabilities or Post-Closing Liabilities arising pursuant to Section 5.22warranty.

Survival of Representations and Warranties, Covenants and Agreements. The Each of the representations and warranties of Seller, the Company and Buyer parties contained in this Agreement will and in any exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the parties or their agents for a period of fifteen (15) months after the Closing Date; providedClosing, howeverafter which no claim for indemnification for any misrepresentation, that or for the representations breach or falsity of any representation or warranty under this Agreement or any Ancillary Document, may be brought, and warranties no action with respect thereto may be commenced, and no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of Seller set forth in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.4 (Ownership) and Section 2.6 (Brokers)representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.10, 3.22, 3.26, 3.27, or 3.30 in which case the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) (with respect right to title to Owned Real Property), the first sentence of Section 3.9 (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokers) and (iii) of Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority) and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will indemnification shall survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to until the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty will survive as to such claim until such claim has been finally resolved. All covenants and agreements contained in this Agreement and all claims in respect of Pre-Closing Taxes or Post-Closing Taxes will survive the Closing for the applicable statute of limitations, unless or (iii) the covenant claim relates to any representation or agreement specifies a term, warranty in which case such covenant, agreement or claim will survive the Closing for such specified term unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such covenant or agreement, in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties of the Company set forth in Section 3.13, and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will survive the Closing for five (5) years after the Closing Date, unless a claim is made prior to the expiration of such five (5)-year period, in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events that Buyer gains knowledge of following the Closing (with respect to which Buyer’s sole and exclusive remedy will be pursuant to Section 10.21(c)) will survive the Closing for the earlier to occur of five (5) years after the Closing Date, or the issuance of a certificate of occupancy for the Buyer Arena Project, unless a claim is made prior to the expiration of such period, in which case such claim will survive as to such claim until such claim has been finally resolved. With respect to Pre-Closing Liabilities or Post-Closing Liabilities, neither Seller or Seller Parent (in the case of Pre-Closing Liabilities) nor Buyer or Buyer Parent (in the case of Post- Closing Liabilities) will have any liability pursuant to Section 8.2(c) or Section 8.3(c), as applicable unless a claim is made under this Agreement prior to the date that is eighteen (18) months following the Closing DateSections 3.5, in which case the indemnification obligations of Sellerrepresentation or warranty shall indefinitely survive the Closing. The covenants and agreements arising from, Seller Parent, Buyer incident to or Buyer Parent, as applicable, in respect thereof will connection with this Agreement shall survive the Closing as to such claim indefinitely, until such claim has been finally resolved; provided, that the foregoing time limitation shall not apply to (x) the obligations of Seller covenants and Seller Parent pursuant to Section 8.2(c) in respect of the litigation matters identified by Seller agreements are fully satisfied and Seller Parent on Schedule 3.6require no performance or forbearance, or (y) Pre-Closing Liabilities or Post-Closing Liabilities arising pursuant to Section 5.22the rights of a party hereto expire on a specific date by the terms hereof.

Survival of Representations and Warranties, Covenants and Agreements. The Each of the (i) representations and warranties of Seller, the Company and Buyer parties contained in this Agreement will or in any Ancillary Document delivered by or on behalf of any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby, and (ii) indemnification covenants set forth in Sections 9.1 and 9.2 hereof, shall survive the Closing of the transactions contemplated hereby and any investigation made by the parties or their agents for fifteen a period of eighteen (1518) months after the Closing Date; providedClosing, howeverafter which no claim for indemnification for any breach of any representation or warranty under this Agreement or covenants to indemnify under Section 9.1 or 9.2 hereof (A) may be brought, that (B) no action with respect thereto may be commenced, and (C) no party shall have any Liability or obligation with respect thereto, unless (x) the representations and warranties (i) Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the breach of Seller representation or warranty or indemnification covenants set forth in Section 2.1 9.1 or 9.2 claimed on or before the expiration of such eighteen (Organization), Section 2.2 (Authority), Section 2.4 (Ownership18) and Section 2.6 (Brokers), (ii) of the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) month period (with respect to title to Owned Real Property)all representations and warranties other than those representations and warranties set forth in Sections 3.2, the first sentence of Section 3.9 3.9, 3.10, 3.11, 3.25, 3.35, 4.4, 4.5 and 4.6, which are addressed in clauses (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokersy) and (iiiz) of Buyer set forth in Section 4.1 (Organizationbelow), Section 4.2 (Authorityy) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.11, 3.25, 4.4, 4.5 and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such representation and warranty4.6, in which case such representation the right to indemnification and warranty will the right to bring an indemnification claim shall survive as to such claim until such claim has been finally resolved. All covenants and agreements contained in this Agreement and all claims in respect the expiration of Pre-Closing Taxes or Post-Closing Taxes will survive the Closing for the applicable statute of limitations, unless or (z) the covenant claim relates to any representation or agreement specifies a term, warranty in which case such covenant, agreement Sections 3.2 or claim will survive the Closing for such specified term unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such covenant or agreement, in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties of the Company set forth in Section 3.13, and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will survive the Closing for five (5) years after the Closing Date, unless a claim is made prior to the expiration of such five (5)-year period, in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events that Buyer gains knowledge of following the Closing (with respect to which Buyer’s sole and exclusive remedy will be pursuant to Section 10.21(c)) will survive the Closing for the earlier to occur of five (5) years after the Closing Date, or the issuance of a certificate of occupancy for the Buyer Arena Project, unless a claim is made prior to the expiration of such period, in which case such claim will survive as to such claim until such claim has been finally resolved. With respect to Pre-Closing Liabilities or Post-Closing Liabilities, neither Seller or Seller Parent (in the case of Pre-Closing Liabilities) nor Buyer or Buyer Parent (in the case of Post- Closing Liabilities) will have any liability pursuant to Section 8.2(c) or Section 8.3(c), as applicable unless a claim is made under this Agreement prior to the date that is eighteen (18) months following the Closing Date3.35, in which case the right to indemnification obligations of Sellerand the right to bring an indemnification claim shall survive indefinitely following the Closing. The covenants and agreements arising from, Seller Parentincident to or in connection with this Agreement, Buyer or Buyer Parent, as applicable, in respect thereof will survive other than the Closing as to such claim until such claim has been finally resolved; provided, that the foregoing time limitation shall not apply to (x) the obligations of Seller and Seller Parent pursuant to Section 8.2(c) in respect of the litigation matters identified by Seller and Seller Parent on Schedule 3.6, or (y) Pre-Closing Liabilities or Post-Closing Liabilities arising pursuant to Section 5.22.indemnification covenants set forth in