Common use of Survival Periods Clause in Contracts

Survival Periods. All representations and warranties made by the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the representations and warranties contained in Section 4(q) (Tax Matters), Section 4(s) (Employee Benefits) and Section 4(w) (Environmental Matters), shall survive the Closing (and any claims for the breach thereof may be brought) until the expiration of the statute of limitations (as extended) with respect to the underlying matter giving rise to the applicable claim, plus sixty (60) days; and (iii) any claims based upon or arising from fraud may be brought at any time. The last date on which a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought in accordance with the foregoing is referred to herein as the “Expiration Date” of such representation or warranty. Any such claim must be asserted by a written notice on or before the applicable Expiration Date, provided that, notwithstanding anything to the contrary contained in this Section 7(a), if such a written notice is given with respect to any claim, such claim shall survive until fully resolved as provided herein.

Survival Periods. All The representations and warranties made of the Company set forth in this Agreement, or in any certificate, agreement, document or other instrument required to be delivered pursuant to this Agreement (the “Certificates”) by the Parties in this Agreement and in any Ancillary Certificate Company, shall survive the Closing (and any claims for the breach thereof may be brought) Effective Time and remain in full force and effect until 11:59 p.m., Pacific time, on the eighteen (18)-month anniversary of date that is 15 months after the Closing Date (the “Survival Date”); provided, provided however, that: : (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the representations Effective Time and warranties contained remain in Section 4(q) (Tax Matters), Section 4(s) (Employee Benefits) full force and Section 4(w) (Environmental Matters), shall survive the Closing (and any claims for the breach thereof may be brought) effect until 30 days after the expiration of the statute statutes of limitations (as extendedincluding extensions thereof) applicable to the matters referenced therein (and with respect to the underlying matter giving rise to Fundamental Representations, the Survival Date shall mean such expiry of the applicable claimstatutes of limitations (including extensions thereof)); and (ii) in the event of fraud or intentional misrepresentation of or by the Company with respect to any representation or warranty set forth in this Agreement or any Certificate, plus sixty (60) days; and (iii) any claims based upon such representation or arising from fraud may be brought at any timewarranty shall survive indefinitely. The last date on which If a claim for the Claim Certificate asserting a breach of a representation or warranty contained is delivered before the date on which such representation or warranty ceases to survive, then the claims arising out of the underlying facts specifically set forth in this Agreement such Claim Certificate shall survive for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period for such representation or in any Ancillary Certificate may be brought warranty until such claims are resolved in accordance with the foregoing is referred to herein as the “Expiration Date” of such representation or warrantythis Article VIII. Any such claim must be asserted by a written notice on or before the applicable Expiration Date, provided that, notwithstanding Notwithstanding anything to the contrary contained in this Section 7(a)Agreement, if it is the intention of the parties hereto that the foregoing survival periods supersede any applicable statute of limitations applicable to such a written notice is given with respect to any claim, such claim shall survive until fully resolved as provided hereinrepresentations or warranties.

Survival Periods. All representations and warranties made by the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the representations and warranties contained in Section 4(qthis Agreement (including the Schedules hereto) (Tax Matters), Section 4(s) (Employee Benefits) and Section 4(w) (Environmental Matters), shall survive for a period of twenty (20) months from the Closing (Date, except for matters involving the title to the Assets, as to which the representations and any claims for the breach thereof may be brought) warranties shall survive until the expiration of the any applicable statute of limitations (as extended) with respect limitations. All covenants and agreements contained herein which are to be performed after the underlying matter giving rise to the applicable claim, plus sixty (60) days; and (iii) any claims based upon or arising from fraud may be brought at any time. The last date on which a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought 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 foregoing is referred to herein as Closing shall terminate on the “Expiration Closing Date” of such representation or warranty. Any such claim must be asserted by a written notice on or before the applicable Expiration Date, provided that, notwithstanding Notwithstanding anything to the contrary contained in herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 7(a)10 based on or arising from a claim asserted or proceeding initiated by a third-party, if such including, but not limited, to a written notice 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 given 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 claimclaim 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 shall survive until fully resolved as provided hereinor cause of action is finally resolved.

Survival Periods. All The representations and warranties made by the Parties in this Agreement and Asset Purchase Agreement, the Transaction Documents or in any Ancillary Certificate 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 (and any claims for of the breach thereof may be brought) transactions contemplated hereby until the eighteen (18)-month second anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the except those representations and warranties contained in Section 4(q) SECTION 3.3 (Tax Matters), Section 4(s) (Employee BenefitsOwnership of Acquired Assets) and Section 4(wSECTION 3.4 (No Conflict or Violation) (Environmental Matters)which will survive indefinitely. As to any matter which is based upon willful fraud by the indemnifying party, the representations and warranties set forth in this Asset Purchase Agreement shall survive the Closing (and any claims for the breach thereof may be brought) until the expire only upon expiration of the applicable statute of limitations (as extended) with respect limitations. No party will be liable to the underlying matter giving rise to another under any warranty or representation, after the applicable claimexpiration of such warranty or representation; provided however, plus sixty (60) days; and (iii) any claims based upon or arising from fraud may be brought at any time. The last date on which if a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought in accordance with the foregoing is referred to herein as the “Expiration Date” of such representation or warranty. Any such claim must be asserted by a written notice on or before the applicable Expiration Date, provided that, notwithstanding anything to the contrary contained in this Section 7(a), if such a written notice is given under this SECTION 6 with respect to any claimrepresentation or warranty prior to the applicable expiration date, such claim may be pursued to resolution notwithstanding expiration of the representation or warranty under which the claim was brought. Completion of the transactions contemplated hereby shall survive until fully resolved not be deemed or construed to be a waiver of any 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 hereinfor in SECTION 8 hereto.

Survival Periods. All representations and warranties made by the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitelyfor a period of five (5) years after the Closing Date; (ii) the representations and warranties contained in Section 4(q) (Tax Matters), Section 4(s) (Employee Benefits) and Section 4(w) (Environmental Matters), shall survive the Closing (and any claims for the breach thereof may be brought) until the expiration of the statute of limitations (as extended) with respect to the underlying matter giving rise to the applicable claim, plus sixty (60) days[Intentionally Omitted]; and (iii) any claims based upon fraud, intentional misrepresentation, willful misconduct or arising from fraud bad faith may be brought at any timeanytime indefinitely. The last date on which a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought in accordance with the foregoing is referred to herein as the “Expiration Date” of such representation or warranty. Any such claim must be asserted by a written notice that provides in reasonable detail the facts, occurrences or omissions giving rise to such breach on or before the applicable Expiration Date, provided that, notwithstanding anything to the contrary contained in this Section 7(a), if such a written notice is given with respect to any claim, such claim shall survive until fully resolved as provided herein.

Survival Periods. All representations and warranties made by the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that: (i) the Fundamental Representations (other than in Section 4(q) (Tax Matters)) shall survive the Closing (and any claims for the breach thereof may be brought) indefinitely; (ii) the representations and warranties contained in Section 4(q) (Tax Matters), Section ) and 4(s) (Employee Benefits) and Section 4(w) (Environmental Matters), shall survive the Closing (and any claims for the breach thereof may be brought) until the expiration of the statute of limitations (as extended) with respect to the underlying matter giving rise to the applicable claim, plus sixty thirty (6030) days; and (iii) any claims based upon fraud, criminal activity, intentional misrepresentation, or arising from fraud willful concealment or misconduct may be brought at any timeanytime indefinitely. The last date on which a claim for the breach of a representation or warranty contained in this Agreement or in any Ancillary Certificate may be brought in accordance with the foregoing is referred to herein as the “Expiration Date” of such representation or warranty. Any such claim must be asserted by a written notice notice, setting for the specific claim and the basis therefor in reasonable detail, on or before the applicable Expiration Date, provided that, notwithstanding anything to the contrary contained in this Section 7(a), if such a written notice is given with respect to any claim, such claim shall survive until fully resolved as provided herein.