Common use of Survival Period Clause in Contracts

Survival Period. All representations and warranties made by the parties in this Agreement will survive until the fifteen (15)-month anniversary of the Closing Date, except that the representations and warranties contained in Section 3.01(a) (Organization and Qualification), Section 3.02 (Interests Owned), Section 3.03(a) and clause (ii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) and Section 5.09 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”) shall survive the Closing until the date that is sixty (60) days following the expiration of the applicable statute of limitations or other effective temporal limitation governing claims relating to the underlying subject matter, as applicable. This Article 11 will survive the Closing and will remain in effect (i) with respect to Sections 11.02(a)(i) and 11.02(b)(i), so long as the relevant representations and warranties survive, (ii) with respect to Sections 11.02(a)(ii) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until the date that is sixty (60) days following the expiration of the applicable statute of limitations, (iv) with respect to Section 11.02(a)(ix), until the fifteen (15)-month anniversary of the Closing Date, and (v) with respect to Section 11.02(a)(x), until the date that is 60 days following the expiration of the applicable statute of limitations relating to the underlying Tax matter. Any matter as to which a claim has been asserted by timely notice that is pending or unresolved at the end of the applicable survival period will continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, until such matter is finally terminated or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and any amounts payable under this Agreement are finally determined and paid.

Survival Period. All The representations and warranties made by the parties in this Agreement will shall survive until the fifteen (15)-month anniversary last day of the fifteenth (15th) month following the month in which the Closing DateDate occurs, except that (i) the representations and warranties contained in Section 3.01(aSections 2.11 (Employee and Labor Matters; Benefit Plans) and 2.14(h) and 2.14(i) (Organization and Qualification), Section 3.02 (Interests Owned), Section 3.03(a) and clause (ii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Tax Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) and Section 5.09 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”) shall survive the Closing until the date that is sixty (60) days following the expiration of the applicable statute of limitations or other effective temporal limitation governing claims relating to the underlying subject matter, as applicable. This Article 11 will survive the Closing and will remain in effect (i) with respect to Sections 11.02(a)(i) and 11.02(b)(i), so long as the relevant representations and warranties survive, (ii) with respect to Sections 11.02(a)(ii) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until the date that is sixty (60) days following the expiration of the applicable statute of limitations, (ivii) with respect to the representations and warranties contained in Section 11.02(a)(ix), 2.15 (Environmental Matters) shall survive until the fifteen (15)-month anniversary earlier of the Closing Date, and (v) with respect to Section 11.02(a)(x), until the date that is 60 days following the expiration of the applicable statute of limitations relating and five (5) years from the Closing Date, (iii) the representation and warranties contained in Sections 2A.1 (Title to Shares), 2B.1 (Title to Hill SPA and Hill Gross-Up Payment), 2.3(a) and (b), 2A.2 and 2B.2 (Authority), 2.2 (Capital Structure) and 2.19 (Affiliate Transactions) (such representations and warranties set forth in this clause (iii) are hereinafter referred to collectively as the underlying Tax matter. Any matter “Stockholder Surviving Representations”) shall survive without limitation as to which a claim has been asserted by timely notice that is pending or unresolved at time, and (iv) the end representations and warranties contained in Section 2.12 (Properties and Assets) (but only with respect to representations and warranties as to title) shall survive until four (4) years after the Closing Date. Notwithstanding the foregoing, if, before the close of business on the last day of the applicable survival period will as indicated above, an Indemnifying Party shall have been properly notified of a claim for indemnity under Section 7.1 or 7.2 and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, survive and shall remain a basis for indemnity hereunder until such matter claim is finally terminated resolved or otherwise resolved under this Agreement or non-appealable judgment disposed of an arbitrator, and any amounts payable under this Agreement are finally determined and paidin accordance with the terms hereof.

Survival Period. All Except as provided in Sections 9.6.2(a) to (i) inclusive, all representations and warranties made by the parties in this Agreement will survive until the fifteen (15)-month anniversary and all covenants and agreements of the Closing DateParties shall survive for a period of two years following the Closing. (a) All representations, except warranties and covenants concerning Taxes, social security contributions or customs shall survive for a period ending on the later of (a) the expiration date of the statute of limitations applicable to such claims and (b) 90 days after the final administrative or judicial determination of any such Tax, social security contributions or customs liability save that the warranties in paragraph (xvi) of Schedule 3A shall survive for a period ending 90 days after the final administrative or judicial determination of any Tax relating to the fiscal year ending 2013. (b) The Seller Warranties in paragraphs (ix) and (x) of Schedule 3A shall survive for a period of six months following (i) final binding judgment without the possibility of appeal or (ii) a final settlement, of each relevant litigation claim. (c) The following Seller Warranties shall survive for a period of five years following Closing: (i) paragraphs 10 (a) (b) (c) (d) (h) and paragraph 11 (d) (e) (f) of Schedule 3; and (ii) paragraphs (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) of Schedule 3A. (d) The Seller Warranties in paragraph 6 of Schedule 3 and Seller Warranties in paragraph (xiii) of Schedule 3A and the representations and warranties contained covenants in Section 3.01(athe Sipperec Memorandum of Agreement as regards Sipperec 3 shall survive indefinitely. (e) The Seller Warranties in paragraph (Organization xi) of Schedule 3A and Qualification)the representations and pre-Closing covenants in the Sipperec Memorandum of Agreement as regards Sipperec 1 and 2 shall survive for a period of the longer of (x) two years after Closing and (y) the earlier of (aa) three (3) months after the signature of a binding settlement agreement with Sipperec regarding all outstanding issues between the Companies and Sipperec, Section 3.02 and (Interests Owned)bb) December 31, Section 3.03(a2006. (f) and clause The UPC Warranties in paragraph (iii) of Schedule 4A shall survive for a period of six months following (i) final binding judgment without the possibility of appeal or (ii) final settlement, of Section 3.03(beach relevant litigation claim. (g) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) and Section 5.09 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”) The following UPC Warranties shall survive the Closing until the date that is sixty (60) days for a period of five years following the expiration of the applicable statute of limitations or other effective temporal limitation governing claims relating to the underlying subject matter, as applicable. This Article 11 will survive the Closing and will remain in effect Closing: (i) with respect to Sections 11.02(a)(iparagraphs 10(a) (b) (c) (d) (h) and 11.02(b)(i), so long as the relevant representations and warranties survive, 11(d) (e) (f) of Schedule 4; and (ii) with respect to Sections 11.02(a)(iiparagraphs (i) and 11.02(b)(ii), so long as the applicable covenant survives, (iiiii) with respect to Sections 11.02(a)(iii)-(viii), until the date that is sixty (60) days following the expiration of the applicable statute of limitations, (iv) with respect to Section 11.02(a)(ix), until the fifteen (15)-month anniversary of the Closing Date, and (v) with respect to Section 11.02(a)(x), until of Schedule 4A. (h) The UPC Warranties in paragraph 6 of Schedule 4 shall survive indefinitely. (i) The representations and warranties and all covenants and agreements of Buyer and the date that is 60 days following the expiration of the applicable statute of limitations relating to the underlying Tax matter. Any matter as to which a claim has been asserted by timely notice that is pending or unresolved at the end of the applicable survival period will continue UPC Shareholder shall terminate upon Seller ceasing to be covered by this Article 11, notwithstanding any applicable statute of limitations, until such matter is finally terminated or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and any amounts payable under this Agreement are finally determined and paida shareholder in Buyer.

Survival Period. All (a) Subject to the other terms and conditions of this Article VII, each of the representations and warranties made by the parties set forth in this Agreement will Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement, shall survive until (together with any right to assert a claim under Section 7.2(a) or Section 7.3(a), as applicable) the fifteen Closing and the consummation of the Transaction contemplated hereby and shall expire on the date that is eighteen (15)-month anniversary of 18) months after the Closing Date; provided, except however, that the representations and warranties contained set forth in (i) Section 3.01(a) (Organization and Qualification)3.1, Section 3.02 (Interests Owned)3.2, Section 3.03(a4.1, Section 4.2, Section 4.4 and Section 4.22 shall survive (together with any right to assert a claim under Section 7.2(a)) indefinitely (the representations and warranties specified in this clause (iii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) and Section 5.09 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”) and (ii) Section 4.12 and Section 4.13 shall survive (together with any right to assert a claim under Section 7.2(a)) until one (1) year after the Closing Date. (b) Each of the covenants and other agreements contained in this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement shall survive (together with any right to assert a claim under Section 7.2(b) or Section 7.3(b), as applicable) the Closing and the consummation of the Transaction contemplated hereby until the date that is sixty later of the expiration of (60i) days following its term and (ii) the applicable statute of limitations. (c) Notwithstanding anything to the contrary herein, (i) any Claim asserted pursuant to this Article VII by delivery of a Claim Notice prior to the expiration of the applicable statute of limitations survival period set forth in Section 7.1(a) or other effective temporal limitation governing claims relating to the underlying subject matterSection 7.1(b) shall survive until such Claim is fully and finally resolved, as applicable. This Article 11 will survive the Closing and will remain in effect (i) with respect to Sections 11.02(a)(i) and 11.02(b)(i), so long as the relevant representations and warranties survive, (ii) with respect to Sections 11.02(a)(ii) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until the date that is sixty (60) days following the expiration delivery of the applicable statute of limitations, (iv) with respect to Section 11.02(a)(ix), until the fifteen (15)-month anniversary of the Closing Date, and (v) with respect to Section 11.02(a)(x), until the date that is 60 days following the expiration of the applicable statute of limitations relating to the underlying Tax matter. Any matter as to which such a claim has been asserted by timely notice that is pending or unresolved at the end of Claim Notice shall extend the applicable survival period will continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, until such matter Claim is fully and finally terminated resolved, irrespective of whether the Party delivering such Claim Notice has initiated any Legal Proceeding or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and taken any amounts payable under this Agreement are finally determined and paidfurther action in connection with the matters constituting the basis for such claim.

Survival Period. All The representations and warranties made by the parties set forth in this Agreement will shall survive until the fifteen Closing and shall terminate on the twelve (15)-month 12) month anniversary of the Closing Date; provided, except that however, that: (a) the representations and warranties contained in Section 3.01(a) 2.17 (Organization and Qualification), Section 3.02 (Interests Owned), Section 3.03(a) and clause (ii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) and Section 5.09 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”Tax) shall survive the Closing until the date that is sixty (60) days following the after expiration of the applicable statute of limitations (after giving effect to any extension or other effective temporal limitation governing claims relating tolling thereof) for the matters described in such representations and warranties and (b) the representations and warranties contained in Section 2.1 (Existence; Good Standing), Section 2.2 (Capitalization), Section 2.3 (Authority; Enforceability), Section 2.5 (Subsidiaries), Section 2.25 (Brokers), Section 3.1 (Existence; Good Standing), Section 3.2 (Authority; Enforceability), Section 3.6 (Title to Shares), Section 4.1 (Existence; Good Standing), Section 4.2 (Authority; Enforceability), and Section 4.8 (Brokers Fees) shall survive the underlying subject matter, as applicableClosing indefinitely (the representations and warranties referred to in this clause (b) and the preceding clause (a) are collectively the “Fundamental Representations”). This Article 11 will Each covenant and agreement of the Parties contained in this Agreement shall each survive the Closing and will remain in effect (i) with respect to Sections 11.02(a)(i) and 11.02(b)(i), so long as the relevant representations and warranties survive, (ii) with respect to Sections 11.02(a)(ii) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until shall terminate on the date that is sixty (60) days following after the expiration of the applicable statute of limitations, (iv) with respect to Section 11.02(a)(ix), until the fifteen (15)-month anniversary of the Closing Date, and (v) with respect to Section 11.02(a)(x), until the date that is 60 days following the expiration running of the applicable statute of limitations relating (after giving effect to any extension or tolling thereof) with respect to the underlying Tax matter. Any subject matter as to of such covenant and agreement, except for those covenants and agreements that contain specific survival periods (which a claim has been asserted by timely notice that is pending or unresolved at shall each survive the end Closing and shall terminate on the last day of the applicable such specific survival period will continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, until such matter is finally terminated or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and any amounts payable under this Agreement are finally determined and paidperiod).

Survival Period. All (a) Subject to the other terms and conditions of this Article VII, each of the representations and warranties made by the parties set forth in this Agreement will Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement, shall survive until (together with any right to assert a claim under Section 7.2(a) or Section 7.3(a), as applicable) the fifteen (15)-month anniversary Closing and the consummation of the transactions contemplated hereby and shall expire on the date that is eighteen months after the Closing Date; provided, except however, that the representations and warranties contained set forth in (i) Section 3.01(a) (Organization and Qualification)3.1, Section 3.02 (Interests Owned)3.2, Section 3.03(a4.1, Section 4.2, Section 4.4 and Section 4.22 shall survive (together with any right to assert a claim under Section 7.2(a)) indefinitely (the representations and warranties specified in this clause (iii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) and Section 5.09 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”) shall survive the Closing until the date that is sixty (60) days following the expiration of the applicable statute of limitations or other effective temporal limitation governing claims relating to the underlying subject matter, as applicable. This Article 11 will survive the Closing and will remain in effect (i) with respect to Sections 11.02(a)(i) and 11.02(b)(i), so long as the relevant representations and warranties survive, (ii) Section 4.10, Section 4.12, Section 4.13, and Section 4.14 shall survive (together with respect any right to Sections 11.02(a)(iiassert a claim under Section 7.2(a)) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until the date that is sixty (60) 60 days following after the expiration of the applicable statute of limitations. (b) Each of the covenants and other agreements contained in this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement shall survive (together with any right to assert a claim under Section 7.2(b) or Section 7.3(b), as applicable) the Closing and the consummation of the transactions contemplated hereby until the later of the expiration of (i) its term and (ii) the applicable statute of limitations. (c) Notwithstanding anything to the contrary herein, (ivi) with respect any Claim asserted pursuant to Section 11.02(a)(ix), until the fifteen (15)-month anniversary this Article VII by delivery of the Closing Date, and (v) with respect a Claim Notice prior to Section 11.02(a)(x), until the date that is 60 days following the expiration of the applicable statute survival period set forth in Section 7.1(a) or Section 7.1(b) shall survive until such Claim is fully and finally resolved, and (ii) the delivery of limitations relating to the underlying Tax matter. Any matter as to which such a claim has been asserted by timely notice that is pending or unresolved at the end of Claim Notice shall extend the applicable survival period will continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, until such matter Claim is fully and finally terminated resolved, irrespective of whether the Party delivering such Claim Notice has initiated any Legal Action or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and taken any amounts payable under this Agreement are finally determined and paidfurther action in connection with the matters constituting the basis for such claim.

Survival Period. All representations Each of the representations, warranties, covenants, indemnities and warranties made by the parties other agreements contained in this Agreement will or in any other Transaction Document shall survive until the fifteen for purposes of this Section 8 as follows: (15)-month anniversary of the Closing Date, except that i) the representations and warranties contained in Section 3.01(ashall survive until the date that is twelve (12) months following the Closing Date (Organization and Qualificationthe “Survival Termination Date”), Section 3.02 except the representations and warranties set forth in Sections 4.1 (Interests OwnedTitle to Interests), Section 3.03(a4.2 (Organization, Authority, and Capacity), 4.3 (Execution and Enforceability), 5.2 (Authorization, Execution and Enforceability), 5.5 (The Interests), 6.2 (Authorization, Execution and Enforceability) and clause 6.9 (Capitalization; KHC Shares) shall survive forever, (ii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory the representations and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 warranties set forth in Sections 5.16 (Environmental Matters), Section 5.01 5.18 (Existence and PowerTax Matters), Section 5.02 5.19 (Organizational AuthorizationEmployee Benefit Plans) and Section 5.09 6.15 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”Tax Matters) shall survive the Closing until the date that is sixty (60) days following the expiration of the any applicable statute of limitations (after giving effect to any extension or other effective temporal limitation governing claims relating to waiver) plus forty-five (45) days, and (iii) the underlying subject matter, as applicablecovenants and agreements set forth in Section 7 and this Section 8 shall survive forever (unless such earlier time is provided for herein). This Article 11 will survive the Closing and will remain in effect (i) No party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the Survival Termination Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Sections 11.02(a)(i) and 11.02(b)(i)8.2 or 8.3 of this Agreement is given to the other party in accordance with Section 10.5 prior to or on the Survival Termination Date, so long as the relevant representations and warranties survive, (ii) with respect to Sections 11.02(a)(ii) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until the date cause of action that is sixty (60) days following the expiration subject of the applicable statute of limitations, (iv) with respect to Section 11.02(a)(ix), until the fifteen (15)-month anniversary of the Closing Date, and (v) with respect to Section 11.02(a)(x), until the date that is 60 days following the expiration of the applicable statute of limitations relating to the underlying Tax matter. Any matter as to which a such indemnification claim has been asserted by timely notice that is pending or unresolved at the end of the applicable survival period will continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, shall survive until such matter time as such claim is finally terminated or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and any amounts payable under this Agreement are finally determined and paidresolved.

Survival Period. All representations (a) Subject to the other terms and warranties made by the parties in conditions of this Agreement will survive until the fifteen (15)-month anniversary Article VII, each of the Closing Date, except that the representations and warranties contained set forth in this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement, shall survive (together with any right to assert a claim under Section 7.2(a) or Section 7.3(a), as applicable) the Closing and the consummation of the transactions contemplated hereby and shall expire on the date that is eighteen (18) month after the Closing Date; provided, however, that (i) the representations and warranties set forth in Section 3.01(a) (Organization and Qualification3.1, Section 3.2, Section 4.1, Section 4.2, Section 4.3(a)(i), Section 3.02 (Interests Owned)4.4, Section 3.03(a) and clause (ii) of Section 3.03(b) (Authority; No Conflicts of Organizational Documents), Section 3.05 (Advisory and Other Fees), Section 3.06 (Taxes), Section 3.08(d) (Indebtedness), Section 3.15(f) (Permits); Section 3.16 (Employee Benefit Plans), Section 3.18 (Environmental Matters), Section 5.01 (Existence and Power), Section 5.02 (Organizational Authorization) 4.12 and Section 5.09 4.22 (Finder’s Fees) (the foregoing Sections, the “Fundamental Representations”) shall survive the Closing (together with any right to assert a claim under Section 7.2(a)) until the date that is sixty (60) days following the expiration of the applicable statute of limitations or other effective temporal limitation governing claims relating to the underlying subject matter, as applicable. This Article 11 will survive the Closing and will remain in effect (i) with respect to Sections 11.02(a)(i) and 11.02(b)(i), so long as the relevant representations and warranties survive, (ii) with respect to Sections 11.02(a)(ii) and 11.02(b)(ii), so long as the applicable covenant survives, (iii) with respect to Sections 11.02(a)(iii)-(viii), until the date that is sixty (60) days following after the expiration of the applicable statute of limitations, ; and (ivii) the representations and warranties set forth in Section 4.13 shall survive (together with respect any right to assert a claim under Section 11.02(a)(ix7.2(a), ) until the fifteen (15)-month second anniversary of the Closing Date. (b) Each of the covenants and other agreements contained in this Agreement, any other Transaction Document or any certificate or other instrument delivered by or on behalf of a Party pursuant to this Agreement shall survive (together with any right to assert a claim under Section 7.2(b) or Section 7.3(b), as applicable) the Closing and the consummation of the transactions contemplated hereby until the later of the expiration of (i) its term and (vii) with respect the applicable statute of limitations. (c) Notwithstanding anything to Section 11.02(a)(x)the contrary herein, until the date that is 60 days following (i) any Claim asserted pursuant to this Article VII by delivery of a Claim Notice prior to the expiration of the applicable statute survival period set forth in Section 7.1(a) or Section 7.1(b) shall survive until such Claim is fully and finally resolved, and (ii) the delivery of limitations relating to the underlying Tax matter. Any matter as to which such a claim has been asserted by timely notice that is pending or unresolved at the end of Claim Notice shall extend the applicable survival period will continue to be covered by this Article 11, notwithstanding any applicable statute of limitations, until such matter Claim is fully and finally terminated resolved, irrespective of whether the party delivering such Claim Notice has initiated any Legal Action or otherwise resolved under this Agreement or non-appealable judgment of an arbitrator, and taken any amounts payable under this Agreement are finally determined and paidfurther action in connection with the matters constituting the basis for such claim.