Common use of Survival Period Clause in Contracts

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.

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 The representations and warranties of the Company parties contained in Articles III and IV hereof shall survive the Closing until the first anniversary of the Closing Date except that Seller's representations and warranties contained in Sections 4.01. 4.02 3.1, 3.2, 3.11, 3.12 and 4.23 3.14 and Purchaser's representations and warranties contained in Sections 4.1 and 4.2 shall survive for ninety (each90) days following the expiration of the applicable statue of limitations, a “Company Fundamental Representation”) and (iii) the representations and warranties of Buyer contained set forth in Sections 5.01, 5.02, 5.04 and 5.05 (each, a “Buyer Fundamental Representation”Section 3.7(a) shall survive indefinitely and indefinitely. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the "Survival Period" with respect to such representation or warranty. The parties intend to shorten the statute of limitations (b) all other except with respect to the specific representations and warranties not referenced enumerated in the first sentence of this Section 8.1) and agree that no claims may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Section 8.01 shall survive for a period of twelve (12) months Agreement after the Closing Date. The Parties hereby agree that the foregoing is specifically intended Survival Period with respect 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 representation and finally resolvedwarranty. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after of the Closing Date, which have not been waived or amended as set forth herein, parties hereto contained herein shall survive until fully discharged and performed and any Claims for indemnification in accordance 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 limitationstheir respective terms.

Survival Period. For purposes The representations and warranties of this Agreementthe parties contained in Articles III and IV hereof shall survive the Closing until the second anniversary of the Closing Date; provided, (a) (i) however, that the representations and warranties of Sellers Seller contained in Sections 3.01 Section 3.13 hereof shall survive the Closing until the date that is 90 days after the expiration of the applicable statute of limitations and Section 3.03 (each, a “Seller Fundamental Representation”), (ii) the representations and warranties of the Company Seller contained in Sections 4.01. 4.02 3.1, 3.2 and 4.23 (each, a “Company Fundamental Representation”) 3.10 hereof and (iii) the representations and warranties of Buyer Purchaser contained in Sections 5.014.1, 5.02, 5.04 4.2 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 4.5 hereof shall survive the applicable date set forth in this Section 8.01 until Closing indefinitely. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such time as such Claim is fully and finally resolvedrepresentation or warranty. The covenants and agreements set forth of the parties hereto contained herein shall survive in this Agreement accordance with their respective terms. In the event notice of any claim for indemnification under Sections 8.2(a)(i) or 8.2(b)(i) hereof shall have been given within the applicable Survival Period and to be performed to any extent at or after the Closing Date, which have such claim has not been waived or amended as set forth hereinfinally resolved by the expiration of such Survival Period, the representations and warranties that are the subject of such claim 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 limitationsclaim until such claim is finally resolved.

Survival Period. For purposes The representations and warranties of this Agreementthe parties contained in Articles III and IV hereof shall survive the Closing until the second anniversary of the Closing Date; provided, (a) (i) however, that the representations and warranties of Sellers Seller contained in Sections 3.01 Section 3.13 hereof shall survive the Closing until the date that is 90 days after the expiration of the applicable statute of limitations and Section 3.03 (each, a “Seller Fundamental Representation”), (ii) the representations and warranties of the Company Seller contained in Sections 4.01. 4.02 3.1, 3.2 and 4.23 (each, a “Company Fundamental Representation”) 3.10 hereof and (iii) the representations and warranties of Buyer Purchaser contained in Sections 5.014.1, 5.02, 5.04 4.2 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 4.5 hereof shall survive the applicable date set forth in this Section 8.01 until Closing indefinitely. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the "Survival Period" with respect to such time as such Claim is fully and finally resolvedrepresentation or warranty. The covenants and agreements set forth of the parties hereto contained herein shall survive in this Agreement accordance with their respective terms. In the event notice of any claim for indemnification under Sections 8.2(a)(i) or 8.2(b)(i) hereof shall have been given within the applicable Survival Period and to be performed to any extent at or after the Closing Date, which have such claim has not been waived or amended as set forth hereinfinally resolved by the expiration of such Survival Period, the representations and warranties that are the subject of such claim 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 limitationsclaim until such claim is finally resolved.