Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Survival Period. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement (and relevant portions of the Company Disclosure Letter), and the other certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until (and no Indemnified Person may bring a claim for indemnification pursuant to clause (a) or (b) of Section 11.1 after) the date that is fifteen (15) months following the Closing Date; provided, however, the representations and warranties of the Company contained in Section 5.9 in so far as they relate to the Specified IP Claim will remain operative and in full force and effect, until (and no Acquiror Indemnified Person may bring a claim for indemnification relating to such representations and warranties after) the date that is thirty (30) months following the Closing Date; and provided, further, that the representations and warranties of the Company contained in Section 5.2 (Capital Structure), Section 5.3(a) (Authority; Noncontravention) and Section 5.11 (Taxes) (collectively, the “Fundamental Representations”), will remain operative and in full force and effect, until (and no Indemnified Person may bring a claim for indemnification relating to such Fundamental Representations after) the date that is sixty (60) days beyond the expiration of the applicable statute of limitations; provided further, no right to indemnification pursuant to Article 11 in respect of any claim that is set forth in an Claim Certificate delivered to the Escrow Agent in good faith prior to the expiration of the Claims Period (and prior to the expiration of such representations and warranties) shall be affected by the expiration of such representations and warranties; and provided further, that such expiration shall not affect the rights of any Indemnified Person under Article 11 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud. If the Merger is consummated, all covenants and agreements of the parties (including the covenants set forth in Article 7) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants and agreements by their terms contemplate performance in whole or in part after the Closing, in which case, such covenants and agreements shall survive until the date or period specified therein(and, if no date or period i...
Survival Period. Subject to the provisions of Section 14(c), and notwithstanding anything else to the contrary contained in this Contract, in any exhibits attached hereto, or in any documents executed or to be executed at Closing or otherwise in connection herewith (collectively, the "Purchase Documents"), all of Seller's representations, warranties, covenants, undertakings, indemnities, and agreements contained in any of the Purchase Documents (collectively, "Seller's Undertakings") shall survive the Closing for a period of nine (9) months (the "Survival Period"). Purchaser acknowledges that it is a sophisticated purchaser who is familiar with the ownership and operation of real estate projects similar to the Property and Purchaser and Seller have negotiated and agreed upon the length of the Survival Period as an adequate period of time for Purchaser to discover any and all facts that could give rise to a claim or cause of action for a breach of a representation. Purchaser may bring an action against Seller on the breach of any Seller's Undertakings, but only if: (i) Purchaser first learns of the breach after Closing and files the action within the Survival Period and (ii) the damage to Purchaser on account of the breach (individually or when combined with damages from other breaches) equals or exceeds $30,000.00. Furthermore, Purchaser agrees that Seller's liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any breach of Seller's Undertakings, at law or in equity, or any other claim or basis arising under the Purchase Documents or with respect to the Property, at law or in equity, shall not exceed, in the aggregate, 1.25% of the Sales Price ("Liability Cap"). Purchaser agrees that, with respect to any alleged breach of Seller's Undertakings discovered after the Survival Period, the maximum liability of Seller for all alleged breaches is limited to $100.00. The provisions of this Section 14(b) shall survive the Closing and, shall not apply to Seller’s obligations under Section 5(g), Section 5(h), or Section 9.
Survival Period. Notwithstanding anything to the contrary stated herein, We shall not be liable to make any payment arising out of any claim under Section I for any Insured if the Insured does not survive a period of atleast 30 days after the date of occurrence event
Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03, 3.19, 3.22 and 3.25 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 7.01 shall survive for a period of twelve (12) months after the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 7.02 or 7.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, shall survive until fully discharged and performed and any Claims for indemnification with respect to a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.
Survival Period. The term following the Closing Date during which ---------------- all representations, warranties, covenants and agreements of the parties under this Agreement shall survive. The term shall be twelve (12) months.
Survival Period. Each representation, warranty, covenant and agreement contained in this Agreement shall survive until the date that is one year following the Closing Date, except that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (ii) the representations and warranties set forth in Sections 3.2, 3.4, 4.1, 4.2, 4.3, 4.4 and 5.2 shall survive indefinitely and (iii) the representations and warranties set forth in Section 4.10 and the covenants and agreements set forth in Sections 6.1, 6.4, 6.5 and 6.6 shall survive until thirty (30) days after the expiration of the applicable statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing with respect to the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the applicable statute of limitations with respect to the representations and warranties of set forth in Section 4.10 and the covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X shall survive forever. No party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party in accordance with Section 11.3 prior to or on the applicable Survival Termination Date, such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this Agreement.
Survival Period. Notwithstanding the provisions of Subsection 3.2 above, the rights and obligations described in the following Sections or Subsections will survive for a period of three (3) years beyond the Term or early termination of the Agreement:
Survival Period. All representations and warranties made in this Agreement will expire on the first anniversary of the date of this Agreement, except for the representations in Sections 3(a), (b), (c), (e) and (f) which shall survive until the end of the applicable statute of limitations, and the representations, warranties, agreements and acknowledgements set forth in Section 4(h) which shall survive indefinitely. All other covenants, agreements and obligations contained in this Agreement shall survive indefinitely unless a different period is specifically pursuant to the provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary (i) in no event will the Company or the Holder be responsible for damages resulting from the breach of any representation, warranty or covenant (including the foregoing indemnity) under this Agreement in excess of the value of Shares issued pursuant to Section 1 of this Agreement by the Company, the value of such Shares determined on their date of issuance by the closing price as reported on NYSE MKT LLC on the date of such issuance and (ii) damages shall not include any (x) special, indirect or punitive damages, or (y) any damages that are not the natural and reasonably foreseeable consequence of the relevant breach.
Survival Period. For purposes of this Agreement, (a) (i) the representations and warranties of Sellers contained in Sections 3.01 and Section 3.03 (each, a “Seller Fundamental Representation”), (ii) the representations and warranties of the Company contained in Sections 4.01. 4.02 and 4.23 (each, a “Company Fundamental Representation”) and (iii) the representations and warranties of Buyer contained in Sections 5.01, 5.02, 5.04 and 5.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 8.01 shall survive for a period of twelve (12) months after the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 8.02 or 8.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 8.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 8.01 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, shall survive until fully discharged and performed and any Claims for indemnification with respect to a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.
