Common use of Survival Period Clause in Contracts

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, three (3) years following the Closing Date; provided, however, that the representations and warranties contained in Section 3.01 (Power, Authority and Organization of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”) 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. 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. The representations and warranties of the parties 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, three twelve (312) years months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 3.01 4.1 (Power, Authority and Organization of the ShareholdersOrganization), Section 3.03 4.2 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental MattersTax Returns; Taxes), Section 4.27 (Tax Matters)Brokers, Finders and Investment Bankers) and Section 4.28 5.1 (BrokerageAuthorization and Validity of Agreement) (collectively, the “Surviving 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; provided, further, that the representations and warranties contained in Section 4.15 (Tax Returns; Taxes) shall survive only until the date that is sixty (60) days after the expiration of the applicable statute of limitations. The covenants and agreements of the parties 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. (a) 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, three (3) years following the Closing Date; provided, however, that the representations and warranties contained in Section 3.01 (Power, Authority and Organization of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”) shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith hereunder (the “Claims Period”) with respect to: (i) a breach or inaccuracy of any of Sections 5.2 (Authority), 5.10 (Tax Matters), 5.17 (Environmental Matters) or 5.20 (Employee Plans) shall continue until thirty (30) days after the end of the applicable statute of limitations; (ii) a breach or inaccuracy of Section 5.5(a) (Title to Assets) shall continue indefinitely. 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 ; and (iii) all other matters shall continue indefinitely. until the date that is two (2) years after the Closing Date. (b) Notwithstanding the foregoing10.6(a), if, prior to the close of business on the last day a claim for indemnification may be asserted hereunderof the Claims Period, 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. All representations and warranties herein shall survive the Closing until the last day of the Claims Period applicable thereto or until all unresolved claims relating thereto have been finally resolved or disposed of.

Survival Period. (a) 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, three (3) years following the Closing Date; provided, however, that the representations and warranties contained in Section 3.01 (Power, Authority and Organization of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”) shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith hereunder (the “Claims Period”) with respect to: (i) a breach or inaccuracy of any of Sections 5.2 (Authority), 5.10 (Tax Matters), 5.17 (Environmental Matters) or 5.20 (Employee Plans) shall continue until thirty (30) days after the end of the applicable statute of limitations; (ii) a breach or inaccuracy of Section 5.5(a) (Title to Assets) shall continue indefinitely. 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 ; and (iii) all other matters shall continue indefinitely. until the date that is two (2) years after the Closing Date. (b) Notwithstanding the foregoingSection 10.6(a), if, prior to the close of business on the last day a claim for indemnification may be asserted hereunderof the Claims Period, 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. All representations and warranties herein shall survive the Closing until the last day of the Claims Period applicable thereto or until all unresolved claims relating thereto have been finally resolved or disposed of.

Survival Period. The representations and warranties of made by 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, three than the later of (3i) years 18 months following the Closing DateDate (ii) or the completion of the Holdback Milestones; provided, however, that (a) the representations Fundamental Representations and warranties contained in Section 3.01 (Power, Authority and Organization of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”) Warranties 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 (b) each of the representations and warranties contained in Section 3.15 (Tax Matters), Section 3.16 (Seller Benefit Plans), Section 3.17 (Employee Matters), Section 3.18 (Labor Relations) and Section 3.19 (Environmental Health and Safety Matters) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. 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. The representations and warranties of the parties 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, three (3) years until the date that is [***] following the Closing Date; provided, however, that the representations and warranties contained in Section 3.01 4.1 (Power, Authority and Organization of the ShareholdersOrganization), Section 3.03 4.2 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 4.7 (Authorized and Outstanding StockTitle to Assets), Section 4.09 4.14 (Real PropertyTax Returns; Taxes), Section 4.10 4.26 (Personal PropertyBrokers, Finders and Investment Bankers), Section 4.15 5.1 (Employee BenefitsOrganization), Section 4.16 5.2 (Collective Bargaining), Authorization) and Section 4.17 5.7 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (BrokerageCapital Structure of Parent) (collectively, the “Surviving Fundamental Representations”) shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelyClosing until the date that is [***]. The covenants and agreements of the parties hereunder Parties set forth in this Agreement, any Purchaser Ancillary Document or any Seller Ancillary Document shall survive without limitation until such time as to time, and they are fully performed in accordance with the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelyterms thereof. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunderexpiration date of the applicable representation or warranty or covenant or agreement, 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. The representations representations, warranties and warranties of the parties contained herein covenants made by FTS in this Agreement 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, three twenty-four (324) years months following the Closing Date; provided, however, that the representations and warranties contained in Section 3.01 (Power, Authority and Organization each of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”) Fundamental Representations 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. The covenants and agreements of the parties hereunder shall survive Closing 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 hereunderunder this ARTICLE X, an the Indemnifying Party shall have been properly notified of a claim for indemnity hereunder under this ARTICLE X and such claim shall not have been finally resolved or disposed of at as of such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder under this ARTICLE X until such claim is finally resolved or disposed of in accordance with the terms hereofof this Agreement. All representations, warranties and covenants made by the Buyer shall continue in accordance with their respective terms. Subject at all times to the limitations set forth in this ARTICLE X, the covenants and agreements of the parties pursuant to this ARTICLE X 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, subject to applicable statutes of limitations.

Survival Period. The representations and warranties of the parties contained herein shall not be extinguished by the Closing, but in Articles III and IV hereof shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, three (3) years following until the second anniversary of the Closing Date; provided, however, that the representations and warranties of Seller in Sections 3.2, 3.5 and 3.7 hereof and Purchaser in Sections 4.2 and 4.4 hereof shall survive the 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 representation or warranty. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 8.1, no claims (other than claims of, or causes of action arising from, fraud) may be brought based upon, directly or indirectly, any of the representations and warranties contained in Section 3.01 (Power, Authority this Agreement after the Survival Period with respect to such representation and Organization of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”) shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitelywarranty. The covenants and agreements of the parties hereunder hereto contained herein shall survive without limitation as to time, and in accordance with their respective terms. In the period during which a event notice of any 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 under Section 8.2(a)(i) or 8.2(b)(i) hereof shall have been properly notified of a claim for indemnity hereunder given within the applicable Survival Period and such claim shall has not have been finally resolved or disposed by the expiration of at such dateSurvival Period, the representations and warranties that are the subject of such claim shall continue to survive and shall remain a basis for indemnity hereunder the end of the Survival Period of such representations or warranties until such claim is finally resolved or disposed of in accordance resolved, but such representations and warranties shall only survive with the terms hereofrespect to such asserted claim.

Survival Period. The representations and warranties set forth in Article 3 and Article 4 of the parties contained herein shall not be extinguished by the Closing, but this Agreement shall survive the Closing for, and all claims continue in full force and effect for indemnification in connection therewith shall be asserted not later than, three a period of eighteen (318) years following the Closing Datemonths; provided, however: (i) Fundamental Representations shall survive the Closing and continue in full force and effect indefinitely or until the latest date permitted by applicable law; and (ii) Regulatory Representations shall survive the Closing and continue in full force and effect until the date that is sixty (60) days after the expiration of the applicable statute of limitations, that the representations if any (taking into account any tolling, waiver, mitigation or extension thereof). All covenants and warranties agreements contained in Section 3.01 this Agreement (Power, Authority and Organization in the corresponding covenants and agreements set forth in any of the Shareholders), Section 3.03 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 (Authorized and Outstanding Stock), Section 4.09 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”Transaction Documents) shall survive without limitation as the Closing and continue in full force and effect for eighteen (18) months after termination of Seller's employment or for the shorter period explicitly specified therein, except that for such covenants and agreements that survive for a shorter period, breaches thereof shall survive for said eighteen (18) month period or until the latest date permitted by applicable law. Notwithstanding anything herein to time, and the period during which contrary: (i) if written notice of a claim for indemnification may be asserted shall have been given in connection therewith shall continue indefinitely. The accordance with this Agreement on or prior to the date that is thirty (30) days following the expiration of the applicable survival period specified in this Section 7.4, the representations, warranties, covenants and agreements that are the subject of the parties hereunder such claim shall survive without limitation (with respect to such claim) until such time as to time, such claim has been fully and the period during which a finally resolved; and (ii) any claim for indemnification may be asserted in connection therewith for fraud or intentional misrepresentation shall continue indefinitely. Notwithstanding survive for said eighteen (18) month period or until 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.latest date permitted by applicable law

Survival Period. The representations and warranties of the parties 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, three (3) years eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 3.01 4.1 (Power, Authority and Organization of the ShareholdersOrganization), Section 3.03 4.2 (Ownership of the Company Shares), Section 4.01 (Organization and Authorization), Section 4.02 6.1 (Authorized and Outstanding StockOrganization), Section 4.09 6.2 (Real Property), Section 4.10 (Personal Property), Section 4.15 (Employee Benefits), Section 4.16 (Collective Bargaining), Section 4.17 (Labor Disputes), Section 4.19 (Environmental Matters), Section 4.27 (Tax Matters), Section 4.28 (Brokerage) (collectively, the “Surviving Representations”Authorization) 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. The covenants and agreements of the parties 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.