Common use of Survival Periods Clause in Contracts

Survival Periods. All representations, covenants and warranties of the parties contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing as follows: (a) for the Title Representations and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided in Section 12.2(a)(iv), the expiration of the applicable statutes of limitation period, and (b), for all other representations, warranties, covenants and agreements contained in this Agreement, including the covenants contained in this Article XII, eighteen (18) months from the Closing. The time periods set forth in subsections (a) and (b) of this Section 12.1 are collectively the “Survival Period”). The parties intend to shorten the statute of limitations and agree that no claims or causes of action, may be brought against any party based upon, directly or indirectly, any of the representations, warranties or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII or any of the matters set forth in Section 12.2(a) hereof after the applicable Survival Period. Except as specifically provided in this Section 12.1, this Section 12.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing, including the covenants and agreements set forth in Article X hereof and any other Ancillary Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth in Section 12.2(b)(v).

Survival Periods. All representationsRegardless of any investigation at any time made by or on behalf of any party hereto, or of any information any party may have in respect thereof, all representations and warranties, and all covenants and warranties of that contemplate or may involve actions to be taken or obligations in effect prior to the parties Closing, in each case contained in this Agreement and the right or in any Schedule to indemnification provided this Agreement, or in Section 12.2(a) shall be continuing and any certificate, document or other instrument delivered in connection with this Agreement, shall survive the Closing as follows: (a) for the Title Representations and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided in Section 12.2(a)(iv), the expiration of the applicable statutes of limitation period, and (b), for all other representations, warranties, covenants and agreements contained in this Agreement, including the covenants contained in this Article XII, eighteen (18) months from the Closing. The time periods set forth in subsections (a) and (b) of this Section 12.1 are collectively the “Survival Period”). The parties intend to shorten the statute of limitations and agree that no claims or causes of action, may be brought against any party based upon, directly or indirectly, any of the representations, warranties or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII or any of the matters set forth in Section 12.2(a) hereof after the applicable Survival Period. Except as specifically provided in this Section 12.1, this Section 12.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing, including the covenants and agreements set forth in Article X hereof and any other Ancillary Agreementherein provided; provided, however, for the avoidance of doubt, that the right to indemnification commence any claim with respect thereto under Section 10.2(a), 10.2(b), 10.3(a) and 10.3(b), shall terminate and cease to be of further force and effect as of the date which is twenty-four (24) months following the Closing Date; and provided, further that (i) the representations and warranties set forth in Section 12.2(a) shall expire upon expiration 3.2 (Capitalization of the applicable Survival Period Transferred Entities), Section 3.3 (Authority Relative to this Agreement), Section 3.10 (Employee Benefits; Labor Matters), Section 3.11 (Brokers), Section 3.13 (Environmental Matters), Section 4.2 (Authority Relative to this Agreement), Section 4.5 (Brokers) and Section 4.6 (Acquisition of Transferred Interests), and the right to commence any claim with respect thereto under Section 10.2(a) and 10.3(a), shall survive the sole exception execution and delivery of those matters for which Purchaser has given proper notice as this Agreement until the fifth anniversary of the Closing Date, and (ii) the representations and warranties set forth in Section 12.2(b)(v3.12 (Taxes), and the right to commence any claim with respect thereto under Section 10.2(a), shall survive until the sixth anniversary of the Closing Date. Those covenants that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms (the “Surviving Covenants”). Notwithstanding the foregoing, any covenant, agreement, representation, warranty or other matter in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 10.1, if notice of the inaccuracy or breach thereof or other matter giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time.

Survival Periods. All representationsRegardless of any investigation at any time made by or on behalf of any party hereto, or of any information any party may have in respect thereof, all representations and warranties, and all covenants and warranties of that contemplate or may involve actions to be taken or obligations in effect prior to the parties Closing, in each case contained in this Agreement and the right or in any Schedule to indemnification provided this Agreement, or in Section 12.2(a) shall be continuing and any certificate, document or other instrument delivered in connection with this Agreement, shall survive the Closing as follows: herein provided; provided, however, that the right to commence any claim with respect thereto under Section 10.2(a), 10.2(b), 10.3(a) and 10.3(b), shall terminate and cease to be of further force and effect as of the date which is twenty-four (a24) for months following the Title Representations Closing Date; and provided, further that (i) the representations and warranties set forth in Section 3.2 (Capitalization of the Transferred Entities), Section 3.3 (Authority Relative to this Agreement), Section 3.10 (Employee Benefits; Labor Matters), Section 3.11 (Brokers), Section 3.13 (Environmental Matters), Section 3.14(a) (Title), Section 4.2 (Authority Relative to this Agreement), Section 4.5 (Brokers) and Section 4.6 (Acquisition of Transferred Interests), and the obligation of right to commence any breaching Seller to indemnify Purchaser Indemnitees claim with respect to such Seller’s Title Representations as provided thereto under Section 10.2(a) and 10.3(a), shall survive the execution and delivery of this Agreement until the fifth anniversary of the Closing Date, and (ii) the representations and warranties set forth in Section 12.2(a)(iv3.12 (Taxes) and the right to commence any claim with respect thereto under Section 10.2(a), shall survive until the date which is thirty (30) days following the expiration of the applicable statutes statute of limitation period, and limitations. Those covenants that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms (b), for all other representations, warranties, covenants and agreements contained in this Agreement, including the covenants contained in this Article XII, eighteen (18) months from the Closing. The time periods set forth in subsections (a) and (b) of this Section 12.1 are collectively the “Survival PeriodSurviving Covenants”). The parties intend to shorten Notwithstanding the statute foregoing, any covenant, agreement, representation, warranty or other matter in respect of limitations and agree that no claims or causes of action, which indemnity may be brought against any party based uponsought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 10.1, directly or indirectly, any if notice of the representations, warranties inaccuracy or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII breach thereof or any other matter giving rise to such right of indemnity shall have been given to the matters set forth in Section 12.2(a) hereof after the applicable Survival Period. Except as specifically provided in this Section 12.1, this Section 12.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing, including the covenants and agreements set forth in Article X hereof and any other Ancillary Agreement; provided, however, for the avoidance of doubt, the right party against whom such indemnity may be sought prior to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth in Section 12.2(b)(v)such time.

Survival Periods. All representations, covenants representations and warranties of the parties Parties contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing as follows: until the date that is ** after the Closing Date (a) for the Title Representations and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided in Section 12.2(a)(iv), the expiration of the applicable statutes of limitation period, and (b), for all other representations, warranties, covenants and agreements contained in this Agreement, including the covenants contained in this Article XII, eighteen (18) months from the Closing. The time periods set forth in subsections (a) and (b) of this Section 12.1 are collectively the “Survival Period”), except that (i) the “Survival Period” for the representations and warranties set forth in Section 2.1 (Organization, Etc.), Section 2.2 (Authority Relative to this Agreement and the Other Transaction Documents) and Section 2.16 (Brokers; Finders and Fees) (the “Seller Fundamental Representations”) shall **, (ii) the “Survival Period” for the representations and warranties in Section 2.11 (Taxes) (the “Seller Tax Representation”) shall **, and (iii) the “Survival Period” for the representations and warranties set forth in Section 4.1 (Organization, Etc.), Section 4.2 (Authority Relative to this Agreement and the Other Transaction Documents) and Section 4.6 (Brokers; Finders and Fees) (the “Buyer Fundamental Representations” shall **. The parties Except as set forth above, the Parties hereto intend to shorten the statute of limitations and agree that no claims or causes of action, action may be brought against any party Seller or Buyer based upon, directly or indirectly, upon breaches of any of the representations, representations or warranties or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII ARTICLE II or any of the matters set forth in Section 12.2(a) hereof ARTICLE IV after the applicable Survival Period. Except as specifically provided in this This Section 12.1, this Section 12.1 9.1 shall not limit any covenant or agreement of the parties that Parties which contemplates performance after the Closing, including the covenants and agreements set forth in Article X hereof ARTICLE V, ARTICLE VI and any other Ancillary Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth in Section 12.2(b)(v)this ARTICLE IX.

Survival Periods. All representationsSubject to the immediately following sentence, covenants all representations and warranties of the parties contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing as follows: (a) for until the Title Representations and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided in Section 12.2(a)(iv), the expiration of the applicable statutes of limitation period, and (b), for all other representations, warranties, covenants and agreements contained in this Agreement, including the covenants contained in this Article XII, eighteen (18) date that is 18 months from the Closing. The time periods set forth in subsections Closing Date (a) and (b) of this Section 12.1 are collectively the “Survival Period”) except that the representations and warranties of Seller contained in Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and Section 2.17 [Environmental] shall survive the Closing until expiration of the applicable statute of limitations but, except as provided in Section 6.2(c), shall not survive any termination of this Agreement. Notwithstanding the immediately preceding sentence, the representations and warranties in Section 2.2 [Authority Relative to this Agreement], Section 2.3 [Capitalization] and Section 2.4 [Ownership of Shares] shall survive the Closing indefinitely. The parties intend to shorten the statute of limitations and agree that no claims or causes of action, action may be brought against any party Seller or Buyer based upon, directly or indirectly, any of the representations, representations and warranties or agreements contained in Article IV, Article V, Article VI, Article VII Articles II and Article VIII or any of III after the matters set forth Survival Period (except for the representations and warranties in Section 12.2(a2.2 [Authority Relative to this Agreement], Section 2.3 [Capitalization], Section 2.4 [Ownership of Shares], Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and Section 2.17 [Environmental]) hereof after the applicable Survival Period. Except or, except as specifically provided in Section 6.2(c), any termination of this Agreement. This Section 12.1, this Section 12.1 7.1 shall not limit any covenant or agreement of the parties that which contemplates performance after the Closing, including including, without limitation, the covenants and agreements set forth in Article X hereof Sections 4.2, 4.3(e), 4.6, 4.8, 4.9 and any other Ancillary Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth in Section 12.2(b)(v)4.11.

Survival Periods. All representations, covenants representations and warranties of the parties contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing for the Survival Period (as defined below) but, except as provided in Section 6.2(c) of this Agreement, shall not survive any termination of this Agreement. The representations and warranties shall survive the Closing for the relevant period (the “Survival Period”) determined as follows: (a) for the Title Representations representations and warranties of the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided Sellers contained in Section 12.2(a)(iv)2.1, Section 2.2, Section 2.3 and Section 2.4 of this Agreement and of the Buyer contained in Section 3.1, Section 3.2, Section 3.3 and Section 3.4 of this Agreement shall survive the Closing indefinitely; (b) the representations and warranties of the Sellers contained in Section 2.12, Section 2.13, Section 2.14 and Section 2.17 shall survive until the expiration of 90 days following the expiration of the applicable statutes statute of limitation periodlimitations or prescription period (after giving effect to any waiver, mitigation or extension thereof); and (b), for c) all other representations, warranties, covenants representations and agreements warranties of the Sellers contained in Article II of this Agreement, including Agreement and of the covenants Buyer contained in this Article XII, eighteen (18) months from the Closing. The time periods set forth in subsections (a) and (b) III of this Section 12.1 are collectively Agreement shall survive until the “Survival Period”)expiration of a period of 18 months following the Closing Date. The parties intend to shorten the statute of limitations and agree that no claims or causes of action, action may be brought against any party the Sellers or the Buyer based upon, directly or indirectly, any of the representations, representations or warranties or agreements contained in Article IV, Article V, Article VI, Article VII Articles II and Article VIII or any III of the matters set forth in Section 12.2(a) hereof this Agreement after the applicable Survival Period or, except as provided in Section 6.2(c) of this Agreement, any termination of this Agreement; provided that nothing herein shall preclude Sellers or Buyer from bringing or pursuing claims after the end of the applicable Survival Period if notice thereof is given to the other party before the end of such Survival Period. Except as specifically provided in this This Section 12.1, this Section 12.1 7.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closingparties, including the covenants and agreements set forth in Article X hereof Section 4.7 and any other Ancillary Section 4.9 of this Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth . Except as expressly provided in Section 12.2(a) 4.10, any claim by an indemnified party for indemnification shall expire upon expiration not be adversely affected by any investigation by or opportunity to investigate afforded to such party, nor shall such a claim be adversely affected by such party’s knowledge on or before the Closing of any breach of the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth type specified in Section 12.2(b)(v)7.2(a)(i) or (ii) or Section 7.3(a)(i) or (ii) unless it shall be determined by a final judgment of a Governmental Entity having jurisdiction over such Proceeding that the party seeking indemnification had actual and express knowledge of such breach on or before the Closing.

Survival Periods. All representations, covenants and warranties of Subject to the parties limitations contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing as follows: (a) for the Title Representations and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided in Section 12.2(a)(iv)ARTICLE VIII, the expiration of the applicable statutes of limitation period, and (b), for all other representations, warranties, covenants and agreements contained in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the Survival Date. Notwithstanding anything herein to the contrary, the Seller Parties will not be liable with respect to any claim for indemnification pursuant to Section 8.2(a)(i) and the Buyer will not be liable with respect to any claim for indemnification pursuant to Section 8.3(a)(i), unless written notice of such claim is delivered to the Seller Parties or the Buyer, as the case may be, prior to the applicable Survival Date (if any). For purposes of this Agreement, including the covenants contained in this Article XII, eighteen term “Survival Date” shall mean such date which is fifteen (1815) months from after the Closing. The time periods ; provided that: (a) with respect to the representations and warranties set forth in subsections Sections 3.13 (aTax Matters), 3.16 (Employee Benefits), and 3.18 (Environmental Matters), the Survival Date shall be the thirtieth (30th) and (b) of this Section 12.1 are collectively the “Survival Period”). The parties intend to shorten the statute of limitations and agree that no claims or causes of action, may be brought against any party based upon, directly or indirectly, any of the representations, warranties or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII or any of the matters set forth in Section 12.2(a) hereof day after the applicable Survival Period. Except as specifically provided in this Section 12.1, this Section 12.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing, including the covenants and agreements set forth in Article X hereof and any other Ancillary Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled); (b) with respect to the sole exception of those matters for which Purchaser has given proper notice as representations and warranties set forth in Sections 2.1 (Organization; Corporate Power), 2.2 (Authorization), 2.4 (Title to Membership Interests), 2.7 (Brokerage), 2.8 (Solvency), 3.1 (Organization; Corporate Power), 3.2 (Capitalization and Related Matters), 3.3 (Subsidiaries; Investments), Section 12.2(b)(v3.6(b) (Absence of Certain Changes), Section 3.7 (Assets), 3.17 (Affiliate Transactions), and 3.20 (Brokerage), (such representations, together with the representations referenced in Section 8.1(a), collectively, the “Seller Parties Fundamental Representations”), there shall be no Survival Date and such representations and warranties shall survive the Closing indefinitely; (c) with respect to the representations and warranties set forth in Sections 4.1 (Organization; Power), 4.2 (Authorization) and 4.6 (Brokerage) (such representations, collectively, the “Buyer Fundamental Representations”), there shall be no Survival Date and such representations and warranties shall survive the Closing indefinitely; and (d) covenants and agreements shall survive the Closing until fully performed or observed in accordance with their terms and the Survival Date shall be the date of such performance or observance. The Parties agree that so long as written notice is given on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is finally resolved.

Survival Periods. All representations, covenants representations and warranties of the parties contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing as follows: until March 31, 2012, except (a) for the Title Representations and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided those contained in Section 12.2(a)(iv)4.18, which shall survive for a period of 30 days after the expiration of date on which the applicable statutes of limitation periodtesting contemplated under Section 6.13(b) is completed, (b) for those contained in Section 4.14, which shall survive the Closing until December 31, 2012, and (bc) for those contained in Section 3.1, Section 3.2, Section 3.3, Section 3.4(a), for all other representationsSection 3.6, warrantiesSection 4.1, Section 4.2, Section 4.3(a), Section 4.6(a) (first two sentences only), Section 4.6(b) (first two sentences only), Section 4.6(c) (first sentence only), Section 4.6(g), Section 4.6(h), Section 4.6(j), Section 4.12, Section 4.22, Section 5.1, Section 5.2, Section 5.3(a) and Section 5.8, which shall survive the Closing until December 31, 2013. The covenants and agreements contained of the Parties that by their terms do not contemplate performance after the Closing shall survive the Closing until March 31, 2012 and the remaining covenants and agreements shall survive in accordance with their respective terms until such covenant or agreement has been performed, plus 90 days thereafter. The applicable period set forth above in this AgreementSection 9.1 for each such representation, including the covenants contained in this Article XIIwarranty, eighteen (18) months from the Closing. The time periods set forth in subsections (a) covenant and (b) of this Section 12.1 are collectively agreement is referred to herein as the “Survival Period”). The parties Parties intend to shorten modify the statute of limitations and agree that no claims or causes of action, action may be brought against any party the Seller or the Buyer based upon, directly or indirectly, any of the representations, warranties warranties, covenants or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII or any of the matters set forth in Section 12.2(a) hereof this Agreement after the applicable Survival Period. Except Period or, except as specifically provided in Section 8.2(b) of this Section 12.1Agreement, any termination of this Section 12.1 shall not limit any covenant or agreement Agreement, except those for which a Party provided written notice of the parties that contemplates performance after the Closing, including the covenants and agreements set forth a claim in Article X hereof and any other Ancillary Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period accordance with the sole exception first sentence of those matters for which Purchaser has given proper notice Section 9.2(b)(iv) or the first sentence of Section 9.3(b)(iv), as set forth in Section 12.2(b)(v)applicable.

Survival Periods. All representations, covenants (a) The representations and warranties of the parties Company and the Selling Shareholders contained in this Agreement and Agreement, or in the right Company Closing Certificate delivered by them to indemnification provided in Section 12.2(a) shall be continuing and the Purchaser at the Closing pursuant to the terms this Agreement, shall survive the Closing, until 11:59 p.m. Pacific Time on the day immediately following the lapse of thirty (30) months of the Closing as follows: Date, except that the representations and warranties set forth under Section 3.01 (a) for the Title Representations Organization and the obligation of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations as provided in Section 12.2(a)(ivStanding), Section 3.02 (Authority, Capacity, Validity and Effect), Section 3.04 (No Conflict; Required Filings and Consents; Approvals), Section 3.18 (Taxes), Section 3.13 (Intellectual Property) Section 3.22 (Environmental Matters) (collectively, the expiration “Company Fundamental Reps”), shall survive until 11:59 p.m. Pacific Time on the day immediately following the lapse of the applicable statutes statute of limitation (the last day of the applicable survivability period, and the “Survival Period End Date”). (b) None of the representations or warranties of the Selling Shareholders shall survive the Closing, other than the representations contained in Section 2.05(b), for all other Section 2.05(c), Section 4.01, Section 4.02, Section 4.03, Section 4.04, Section 4.07, which shall survive until 11:59 p.m. Pacific Time on the day immediately following the Survival Period End Date (“Selling Shareholders Fundamental Reps”). (c) Notwithstanding the foregoing, in no case shall the termination of the representations, warranties, covenants and agreements contained affect any claim for, or arising out of, or relating to, fraud or intentional misrepresentation or intentional breach in connection with this AgreementAgreement or the transactions contemplated herein (“Fraud”). (d) Subject to Section 10.01(c), including any claim with respect to which an Officer’s Claim Notice was not delivered to the covenants contained Holder Representative, prior to the applicable Survival Period End Date shall be deemed to have been waived and shall be absolutely and forever barred and unenforceable, null and void, and of no force or effect whatsoever and the Company and Selling Shareholders shall have no liability with respect thereto. By way of clarification for the purpose of ensuring compliance with the Israeli Limitation Law, 5718-1958, it is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 10.01 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by Contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby in this Article XII, eighteen (18) months from X. The Parties further acknowledge that the Closing. The time periods set forth in subsections (a) and (b) of this Section 12.1 are collectively the “Survival Period”). The parties intend to shorten the statute of limitations and agree that no claims or causes of action, may be brought against any party based upon, directly or indirectly, any of the representations, warranties or agreements contained in Article IV, Article V, Article VI, Article VII and Article VIII or any of the matters set forth in Section 12.2(a) hereof after the applicable Survival Period. Except as specifically provided in this Section 12.1, this Section 12.1 shall not limit any covenant or agreement of the parties that contemplates performance after the Closing, including the covenants and agreements set forth in Article X hereof and any other Ancillary Agreement; provided, however, 10.01 for the avoidance assertion of doubt, claims are the right result of arms’-length negotiation among the Parties and that they intend for the time periods to indemnification set forth in Section 12.2(a) shall expire upon expiration of be enforced as agreed by the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth in Section 12.2(b)(v)Parties.

Survival Periods. All representationsSubject to the immediately following sentence, covenants all representations and warranties of the parties contained in this Agreement and the right to indemnification provided in Section 12.2(a) shall be continuing and shall survive the Closing as follows: until the date that is twenty-four months from the Closing Date (athe "Survival Period") for except that the Title Representations representations and warranties of Seller contained in Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and Section 2.17 [Environmental] shall survive the obligation Closing until expiration of any breaching Seller to indemnify Purchaser Indemnitees with respect to such Seller’s Title Representations the applicable statute of limitations but, except as provided in Section 12.2(a)(iv), the expiration 6.2(c) of the applicable statutes of limitation period, and (b), for all other representations, warranties, covenants and agreements contained in this Agreement, including shall not survive any termination of this Agreement. Notwithstanding the covenants immediately preceding sentence, the representations and warranties in Section 2.2 [Authority Relative to this Agreement] and Section 2.4 [Ownership of Shares] of this Agreement shall survive the Closing indefinitely. Except with respect to the representations and warranties contained in Section 2.2 [Authority Relative to this Article XIIAgreement], eighteen (18) months from the Closing. The time periods set forth in subsections (a) Section 2.4 [Ownership of Shares], Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and (b) Section 2.17 [Environmental] of this Section 12.1 are collectively Agreement, the “Survival Period”). The parties intend to shorten the statute of limitations and agree that no claims or causes of action, action may be brought against any party Seller or Buyer based upon, directly or indirectly, any of the representations, representations and warranties or agreements contained in Article IV, Article V, Article VI, Article VII Articles II and Article VIII or any III of this Agreement after the matters set forth Survival Period (except for the representations and warranties in Section 12.2(a2.2 [Authority Relative to this Agreement], Section 2.4 [Ownership of Shares], Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and Section 2.17 [Environmental] of this Agreement) hereof after the applicable Survival Period. Except or, except as specifically provided in Section 6.2(c) of this Agreement, any termination of this Agreement. This Section 12.1, this Section 12.1 7.1 shall not limit any covenant or agreement of the parties that which contemplates performance after the Closing, including including, without limitation, the covenants and agreements set forth in Article X hereof Sections 1.10, 1.11, 1.12, 1.13, 4.2, 4.3(e), 4.6, 4.8, 4.9, 4.11, 4.12, 4.13, 4.14 and any other Ancillary 4.15 of this Agreement; provided, however, for the avoidance of doubt, the right to indemnification set forth in Section 12.2(a) shall expire upon expiration of the applicable Survival Period with the sole exception of those matters for which Purchaser has given proper notice as set forth in Section 12.2(b)(v).