Common use of Survival Periods Clause in Contracts

Survival Periods. (a) The representations and warranties of Sellers and Buyer contained in this Agreement will survive for a period ending 18 months after the Closing Date; provided, however, that (i) the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing without limitation and (ii) the representations and warranties of the Sellers set forth in Section 5.7 (Taxes), Section 5.17 (Employee Benefit Plans) and Section 5.21 (Environmental Matters) shall survive until the date that is 60 days following the expiration of the statute of limitations applicable thereto. (b) Notwithstanding anything to the contrary contained in this Article 11, (i) any claim for indemnification hereunder that is pending prior to the expiration of such representation, warranty, covenant or agreement upon which such claim is based may continue to be asserted and indemnified against until finally resolved and (ii) the Sellers shall have no liability to any Buyer Indemnified Party under this Article 11 for and with respect to any inaccuracies in or breaches of representations, warranties, covenants and agreements contained in this Agreement, as applicable, unless notice of such claim with respect thereto has been furnished to the Sellers on prior to the expiration date thereof in accordance with Section 11.4.

Survival Periods. (a) The All representations and warranties of Sellers and Buyer the parties contained in this Agreement will shall survive for a period ending the Closing until the date which is 18 months after the Closing Date; provided, howeverexcept for the representations and warranties in Sections 2.2, that (i) the Seller Fundamental Representations 2.3, 2.19 and Buyer Fundamental Representations 3.2, which shall survive the Closing without limitation and (ii) as to time, the representations and warranties of the Sellers set forth in Section 5.7 (Taxes)2.11, Section 5.17 (Employee Benefit Plans) and Section 5.21 (Environmental Matters) which shall survive the Closing until the date that is 60 90 days following after the expiration of the applicable statute of limitations applicable thereto. (b) Notwithstanding anything and the representations and warranties in Sections 2.16 and 2.18, which shall survive the Closing until the date which is 3 years after the Closing Date. The covenants and agreements of the parties hereto shall survive the Closing in accordance with their terms without limitation as to time. From and after the contrary contained Closing, the Seller shall indemnify and hold harmless the Buyer, the Company and its Subsidiaries and the Buyer shall indemnify and hold harmless the Seller, against certain liabilities, in accordance with the terms of this Article 11, (i) any claim for VII. No party providing indemnification hereunder that is pending prior pursuant to the expiration of such representation, warranty, covenant or agreement upon which such claim is based may continue to be asserted and indemnified against until finally resolved and (ii) the Sellers shall have no liability to any Buyer Indemnified Party under this Article 11 for and VII (an "Indemnifying Party") shall be obligated to provide such indemnification with respect to any inaccuracies in representations and warranties to the party seeking indemnification (the "Indemnified Party") unless the Indemnifying Party shall have received written notice thereof within the applicable time period for survival of such representation or breaches of representations, warranties, covenants and agreements contained in this Agreementwarranty, as applicable, unless notice of such claim with respect thereto has been furnished to the Sellers on prior to the expiration date thereof in accordance with Section 11.4set forth above.

Survival Periods. (a) The representations and warranties of Sellers and Buyer the parties contained in this Agreement will survive for a period ending the Closing until 18 months after from the Closing Date (the "Expiration Date"); provided, however, that (i) the Seller Fundamental Representations Expiration Date for any claims for indemnification relating to a breach of the representations and Buyer Fundamental Representations shall survive warranties set forth in Section 4.7 (Taxes) and Section 4.9 (Employee Benefit Plans) will be the Closing without expiration of all applicable periods prescribed under statutes of limitation and (ii) there will be no Expiration Date (other than the applicable statute of limitation) for the representations and warranties contained in Section 4.3 and Section 4.4. The covenants and agreements of the Sellers set forth in Section 5.7 (Taxes), Section 5.17 (Employee Benefit Plans) and Section 5.21 (Environmental Matters) parties hereto shall survive until the date that Closing in accordance with their terms. No party providing indemnification pursuant to this Article VIII (an "Indemnifying Party") is 60 days following the expiration of the statute of limitations applicable thereto. (b) Notwithstanding anything obligated to provide such indemnification with respect to the contrary contained in this Article 11representations and warranties to the other party (the "Indemnified Party") unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the Expiration Date; provided, (i) however, that any claim for indemnification hereunder that is pending prior to for which a notice has been given on or before the expiration of such representation, warranty, covenant or agreement upon which such claim is based Expiration Date may continue to be asserted and indemnified against until finally resolved and (ii) the Sellers shall have no liability to any Buyer Indemnified Party under this Article 11 for and with respect to any inaccuracies in or breaches of representations, warranties, covenants and agreements contained in this Agreement, as applicable, unless notice of such claim with respect thereto has been furnished to the Sellers on prior to the expiration date thereof in accordance with Section 11.4resolved.

Survival Periods. (a) The representations and warranties of Sellers and Buyer contained in this Agreement will survive for a period ending 18 months after the Closing Date; provided, however, that (i) the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing without limitation and (ii) the All representations and warranties of the Sellers parties hereto contained in this Agreement shall survive the Closing until twelve (12) month anniversary of the Closing Date; except for the representations and warranties set forth in Section 5.7 Sections 2.1 (Organization and Qualification; Authority),), 2.2 (Authorization and Validity), 2.4 (Capitalization), 2.15 (Taxes), Section 5.17 2.19 (Employee Benefit PlansBrokers and Finders), 3.1 (Authorization and Validity), 3.4 (Membership Interests), 3.5 (P2P) and Section 5.21 3.6 (Environmental MattersBrokers and Finders) (collectively, the (the “Fundamental Representations”) which shall survive until the date that is 60 thirty (30) days following after the expiration of the applicable statute of limitations for a Third Party to bring a claim of such nature against Purchaser or the Company. The parties specifically and unambiguously intend that the survival periods that are set forth in this Section 8.1 for the representations and warranties contained herein will replace any statute of limitations for such representations or warranties that would otherwise be applicable thereto(including, without limitation, the statute of limitations prescribed by the law of the State of Delaware). (b) Notwithstanding anything to In the contrary contained in this Article 11, (i) any claim for indemnification hereunder event that is pending prior to the expiration of such representation, warranty, covenant or agreement upon which such claim is based may continue to be asserted and indemnified against until finally resolved and (ii) the Sellers shall have no liability to any Buyer Indemnified Party under this Article 11 for and with respect to any inaccuracies in or breaches of representations, warranties, covenants and agreements contained in this Agreement, (as applicable, unless defined below) provides written notice of such claim with respect thereto has been furnished to the Sellers on prior to the expiration date thereof in accordance with Section 11.48.4 to the Indemnifying Party (as defined below) within the applicable period of time set forth in Section 8.1(a), and such claim shall not have been finally resolved before the expiration of the applicable period referred to in the first sentence of Section 8.1(a), such claim shall continue to survive and shall remain a basis for indemnity until such claim is finally resolved. (c) This Section 8.1 shall not limit any covenant or agreement of the parties contained in this Agreement that by its terms contemplates performance after the Closing.