Common use of Survival Periods Clause in Contracts

Survival Periods. All representations and warranties contained in this Agreement (including the Schedules hereto) shall survive for a period of eighteen (18) months, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statue of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall survive for eighteen (18) months following the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolved.

Survival Periods. All representations and warranties contained made by any party in or pursuant to this Agreement (including the Schedules hereto) or in any document delivered pursuant hereto shall survive for a period of eighteen (18) months, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statue of limitations. All covenants and agreements contained herein which are to be performed 21 months after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall survive for eighteen (18) months following the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that (i) the representations and warranties set forth in Sections 2.9, 2.11, 2.17 and 2.20 shall survive the Closing until 180 days after the expiration of the statute of limitations relating thereto and (ii) the representations and warranties set forth in Sections 2.2, 2.15(a) and 3.2 shall survive the Closing for an indefinite period of time. Notwithstanding the foregoing, if a claim notice is timely sent pursuant to Section 7.2 or 7.3, the representation or warranty with respect to which such claim notice is sent, and the related indemnification obligations set forth in Article VII with respect to the claim notice, shall survive until the resolution of the claim for Damages to which such claim notice relates, or such longer period as provided in the preceding sentence. All covenants made by any party pursuant to this Agreement shall survive the Closing pursuant to their terms. Except as provided above, the parties intend to shorten the statute of limitations and, except in the case of fraud, agree that no claims or causes of action may be brought against the Seller, the Members or the Buyer based upon, directly or indirectly, any of the representations or warranties contained in Articles II and III hereof after the applicable survival period or, except as provided in Section 6.2(c) hereof, any termination of this Agreement. This Section 7.1 shall not limit any covenant or agreement of the Parties to the extent such covenant or agreement contemplates performance after the Closing. The right to indemnification, payment of Damages or other remedy based on the representations, warranties, covenantscovenants and obligations set forth in this Agreement will not be affected by any investigation conducted with respect to, indemnities and agreements contained herein shall survive or any knowledge acquired (or capable of being acquired) at any time, whether before or after the applicable survival period execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any claim that a party shall make in writing in accordance such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with this Agreement (including claims for which only an estimate any covenant or obligation, will not affect the right to indemnification, payment of potential losses can be provided) prior to the expiration of Damages or other remedy based on such survival periodrepresentations, warranties, covenants and shall not expire until such claim or cause of action is finally resolvedobligations.

Survival Periods. All The representations and warranties made in this Asset Purchase Agreement, the Transaction Documents or in any exhibit, schedule, document, certificate, or other instrument delivered by or on behalf of the parties pursuant to this Asset Purchase Agreement or the Transaction Documents shall survive any investigation made by any party hereto and the Closing of the transactions contemplated hereby until the second anniversary of the Closing Date, except those representations and warranties contained in this Agreement SECTION 3.3 (including Ownership of Acquired Assets) and SECTION 3.4 (No Conflict or Violation) which will survive indefinitely. As to any matter which is based upon willful fraud by the Schedules hereto) shall survive for a period of eighteen (18) monthsindemnifying party, except for matters involving the title to the Assets, as to which the representations and warranties set forth in this Asset Purchase Agreement shall survive until the expiration of any applicable statue of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall survive for eighteen (18) months following the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expire only upon expiration of the applicable survival period; providedstatute of limitations. No party will be liable to another under any warranty or representation, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period expiration of such warranty or representation; provided however, if a claim or notice is given under this SECTION 6 with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) representation or warranty prior to the applicable expiration date, such claim may be pursued to resolution notwithstanding expiration of such survival period, and the representation or warranty under which the claim was brought. Completion of the transactions contemplated hereby shall not expire until such claim be deemed or cause construed to be a waiver of action is finally resolvedany right or remedy of any of the parties notwithstanding the existence of any facts that any of the parties knew or should have known at the time hereof, except as specifically provided for in SECTION 8 hereto.

Survival Periods. All representations and warranties of the parties contained in this Agreement (including Agreement, the Schedules hereto) Company Disclosure Schedule, the Buyer Disclosure Schedule or any certificate or document expressly setting forth representations and warranties delivered in connection herewith shall survive for a period the Closing (applicable as of eighteen (18the Closing Date as if made on and as of such date) monthsbut shall apply only with respect to claims asserted in writing against the party from whom indemnification may be sought hereunder within two years from the Closing Date; provided, except for matters involving the title to the Assets, as to which that the representations and warranties set forth in Section 2.4(a), Sections 2.24 (a) and (b) and Article III shall survive until the Closing indefinitely (and claims may be asserted at any time); provided, however, that Section 2.14 shall not survive the Closing. Notwithstanding anything in this Agreement to the contrary, the obligations of the Sellers under Article V shall survive the Closing but shall apply only to claims asserted in writing against the party from whom indemnification may be sought hereunder within 60 days after the expiration of any applicable statue statutes of limitations. All The covenants and agreements contained herein which are to be performed after of the parties hereto shall survive the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which areprovided, in accordance that, with their terms, respect to be performed at any failure to perform any such covenant or agreement prior to the Closing, any claim of such failure must be asserted in writing against the party from whom indemnification may be sought within two years from the Closing Date other than any claim arising as failure to perform any covenant or agreement which claim is the subject of the indemnity provided in Article V, which claim shall survive for eighteen (18) months following the Closing Date. Notwithstanding anything to the contrary contained herein, and which claim may be asserted in writing within 60 days after the expiration of any such survival periods shall not preclude any claim for indemnification under applicable statute of limitations. For purposes of this Section 10 based on or arising from a claim asserted or proceeding with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to Agreement, the party as to which there is alleged a breach prior to the expiration representations and warranties of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements Company contained herein shall survive after be deemed to include the applicable survival period with respect Company Disclosure Schedule and the representations and warranties of Buyer contained herein shall be deemed to any claim that include the Buyer Disclosure Schedule. Rights of a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and indemnification shall not expire until be limited or affected by any pre-Closing investigation by such claim or cause of action is finally resolvedparty.

Survival Periods. All representations and warranties contained in this Agreement (including the Schedules hereto) shall survive for a period of eighteen twenty (1820) monthsmonths from the Closing Date, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statue statute of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall survive for eighteen (18) months following terminate on the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding with respect initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolved.