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 Seller contained in Sections 3.01 3.01, 3.02, 3.03, 3.19, 3.22 and Section 3.03 3.25 (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 5.014.01, 5.024.02, 5.04 4.04 and 5.05 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 8.01 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 8.02 7.02 or 8.03 7.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 8.017.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 8.01 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. For purposes of this Agreement, (a) (i) the representations and warranties of Sellers Seller contained in Sections 3.01 3.01, 3.02, 3.03 and Section 3.03 3.25 (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 5.014.01, 5.024.02, 5.04 4.04 and 5.05 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 8.01 6.01 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 6.02 or 8.03 6.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 8.016.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 8.01 6.01 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 Holders contained in Sections 3.01 3.01, 3.02, 3.03(a), 3.04 and Section 3.03 3.07 (each, a “Seller Holder Fundamental Representation”), (ii) the representations and warranties of the Company Xxxxxx contained in Sections 4.01. 4.02 , 4.02, 4.03, 4.05(a) and 4.23 4.24 (each, a “Company Xxxxxx Fundamental Representation”) and (iii) the representations and warranties of Buyer Denim contained in Sections 5.01, 5.02, 5.04 5.03(a), 5.08, 5.09 and 5.05 5.10 (each, a “Buyer Holder Fundamental Representation”) shall survive indefinitely for the applicable statute of limitations, and (b) all other representations and warranties not referenced in this Section 8.01 8.01(a) shall survive for a period of twelve (12) months after the Closing Date. The Parties parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party party may make a Claim, notwithstanding any applicable statute of limitations. No Party 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 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 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, Date shall survive until fully discharged and performed performed, and any Claims claims for indemnification with in respect to of 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 Sections 4.01. 4.02 and 4.23 this Agreement (eachother than the Seller Fundamental Representations, a “Company Fundamental Representation”) and (iii) the representations and warranties of Buyer contained set forth in Sections 5.01, 5.02, 5.04 Section 3.18 (Taxes) and 5.05 in Section 3.09 (each, a “Buyer Advisers Act; Regulatory Compliance) and the Purchaser Fundamental Representation”Representations) or in any certificate delivered pursuant hereto shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 8.01 shall survive the Closing for a period of twelve (12) months after the Closing Date. The Parties hereby agree Closing; provided, that the foregoing Seller Fundamental Representations, the representations and warranties set forth in Section 3.09 (Advisers Act; Regulatory Compliance) and the Purchaser Fundamental Representations shall survive the Closing indefinitely; provided, further, that the representations and warranties set forth in Section 3.18 (Taxes) shall survive until the date that is specifically intended to limit forty-five (45) days after 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 All covenants and agreements set forth contained 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 in accordance with the terms hereof (except to the extent any Claims for indemnification with respect to a breach of such covenants covenant or agreement is, by its terms, to be performed solely prior to or only at the Closing and the performance thereof is expressly waived in connection with the Closing). (b) Notwithstanding Section 8.01(a), any respect after claim made with reasonable specificity by the Effective Date may Party seeking to be made at any time indemnified within the applicable statute of limitationstime periods set forth in Section 8.01(a) shall survive until such claim is finally and fully resolved.

Survival Period. For purposes of this Agreement, (a) (i) the representations and warranties of Sellers Holders contained in Sections 3.01 3.01, 3.02, 3.03(a), 3.04 and Section 3.03 3.07 (each, a “Seller Holder Fundamental Representation”), (ii) the representations and warranties of the Company Xxxxxx contained in Sections 4.01. 4.02 , 4.02, 4.03, 4.05(a) and 4.23 4.24 (each, a “Company Xxxxxx Fundamental Representation”) and (iii) the representations and warranties of Buyer Denim contained in Sections 5.01, 5.02, 5.04 5.03(a), 5.08, 5.09 and 5.05 5.10 (each, a “Buyer Holder Fundamental Representation”) shall survive indefinitely for the applicable statute of limitations, and (b) all other representations and warranties not referenced in this Section 8.01 8.01(a) shall survive for a period of twelve (12) months after the Closing Date. The Parties parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party party may make a Claim, notwithstanding any applicable statute of limitations. No Party 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 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 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, Date shall survive until fully discharged and performed performed, and any Claims claims for indemnification with in respect to of 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.. ​