Common use of Survival Periods Clause in Contracts

Survival Periods. All representations and warranties, and all covenants that contemplate or may involve actions to be taken or obligations in effect prior to the Closing, in each case contained in this Agreement or in any Schedule to this Agreement, or in any certificate, document or other instrument delivered in connection with this Agreement, and the right to commence any claim with respect thereto under Section 12.2(a) or 12.3(a), shall terminate and cease to be of further force and effect as of the date that is 12 months after the Closing Date; provided that (i) the representations and warranties set forth in Sections 5.2(a), (b) and (c), Section 5.6, 5.10, 6.4 and 6.6 shall survive indefinitely and (ii) the representations and warranties set forth in clause (ii) of the second sentence of Section 5.4, Sections 5.9, 5.11, 5.12, 5.13, 5.14 and 5.15 (the “Terminating Representations”) shall terminate as of the Closing. Those covenants that contemplate or may involve actions to be taken or obligations in effect at or after the Closing shall survive in accordance with their terms. 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 12.1 (other than with respect to the Terminating Representations, which will terminate as of the Closing), 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 representations and warrantieswarranties contained in Article IV, Article V or Article VI shall survive the Closing and all covenants that contemplate or may involve actions continue to be taken or obligations in effect prior to the Closing, in each case contained in this Agreement or in any Schedule to this Agreement, or in any certificate, document or other instrument delivered in connection with this Agreement, and the right to commence any claim with respect thereto under Section 12.2(a) or 12.3(a), shall terminate and cease to be of further full force and effect as of until the date that is 12 eighteen (18) months after the Closing Date; provided provided, however, that (i) the representations and warranties set forth in Sections 5.2(a), Section 4.1 (b) and (cOrganization; Due Authorization), Section 5.64.7 (Brokers and Finders), 5.10Section 5.1 (Organization; Due Authorization), 6.4 Section 5.5 (Brokers and 6.6 Finders), Section 6.1 (Organization; Due Authorization), Section 6.2 (Capitalization; Title to BP Units), Section 6.3 (Operation and Ownership of NewCo), Section 6.8 (Brokers and Finders) and the Indemnified Tax Representations shall survive indefinitely the Closing and terminate on the later of (i) ninety (90) days after the expiration of the applicable statute of limitations (including any extensions thereof, whether automatic or permissive) and (ii) six (6) years following the Closing Date; provided, further, however, that the representations and warranties set forth contained in clause Section 6.12 (iiTaxes) of (other than the second sentence of Section 5.4, Sections 5.9, 5.11, 5.12, 5.13, 5.14 and 5.15 (the “Terminating Indemnified Tax Representations”) shall terminate as of at the Closing. Those covenants Each covenant and agreement contained in this Agreement that contemplate or may involve actions is required to be taken or obligations in effect performed at or prior to the Closing shall survive the Closing and terminate on the date that is eighteen (18) months after the Closing Date, and each covenant and agreement contained in this Agreement that requires performance after the Closing shall survive the Closing in accordance with their its terms. Notwithstanding the foregoing, any covenant, agreement, representation, warranty or other matter Each such period set forth 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 12.1 (other than with respect 9.1, as applicable, is referred to the Terminating Representations, which will terminate as of the Closing), 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 timean “Indemnity Period.”

Survival Periods. All representations and warranties, and all covenants that contemplate or may involve actions to be taken or obligations in effect prior to the Closing, in each case contained in this Agreement or in any Schedule to this Agreement, or in any certificate, document or other instrument delivered in connection with this Agreement, and the right to commence any claim with respect thereto under Section 12.2(a10.2(a), 10.2(b), 10.3(a) or 12.3(aand 10.3(b), shall terminate and cease to be of further force and effect as of the date that is 12 later of 15 months after the Closing DateDate and August 31, 2008; provided that (i) the representations and warranties set forth in Sections 5.2(a), (b) and (c), Section 5.6, 5.10, 6.4 and 6.6 3.12 shall survive indefinitely and terminate as of the Closing; (ii) the representations and warranties set forth in clause Section 3.2 and 3.11 and 4.5 shall survive indefinitely; and (iiiii) the representations and warranties set forth in Section 3.13 shall survive until the third anniversary of the second sentence of Section 5.4, Sections 5.9, 5.11, 5.12, 5.13, 5.14 and 5.15 (the “Terminating Representations”) shall terminate as of the ClosingClosing Date. Those covenants that contemplate or may involve actions to be taken or obligations in effect at or after the Closing shall survive in accordance with their terms. Seller’s indemnification obligation under Sections 10.2(d), 10.2(f) and 10.2(g) shall terminate and cease to be of further force and effect as of (1) the later of 15 months after the Closing Date and August 31, 2008, (2) the tenth anniversary of the Closing Date; and (3) the fifth anniversary of the Closing Date, respectively. 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 12.1 (other than with respect to the Terminating Representations, which will terminate as of the Closing)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 party against whom such indemnity may be sought prior to such time.

Survival Periods. All (a) Except as set forth in Section 7.1(b) below, the representations and warranties, and all covenants that contemplate or may involve actions to be taken or obligations in effect prior to the Closing, in each case contained warranties in this Agreement and the Schedules and Exhibits attached hereto, and the associated rights of indemnification with respect to the Seller shall survive the Closing and terminate at 11:59 PM Eastern Standard Time on the date which is the twenty-four (24) month anniversary of the Closing Date. (b) The Fundamental Reps in this Agreement and any claim or suit based on Fraud, and the associated rights of indemnification with respect to the Seller, shall survive indefinitely; provided, however, that the representations set forth in any Schedule to this AgreementSection 4.9, or in any certificateSection 4.14, document or other instrument delivered in connection with Section 4.16, Section 4.19 and Section 4.24 of this Agreement, and the right to commence any claim with respect thereto under Section 12.2(a) or 12.3(a)associated rights of indemnification, shall terminate and cease to be of further force and effect as survive the Closing until sixty (60) days after the expiration of the date that is 12 months after the Closing Date; provided that (i) the representations and warranties set forth applicable statute of limitations. The covenants or agreement made by any Party in Sections 5.2(a), (b) and (c), Section 5.6, 5.10, 6.4 and 6.6 shall survive indefinitely and (ii) the representations and warranties set forth in clause (ii) of the second sentence of Section 5.4, Sections 5.9, 5.11, 5.12, 5.13, 5.14 and 5.15 (the “Terminating Representations”) shall terminate as of the Closing. Those covenants that contemplate or may involve actions to be taken or obligations in effect at or after the Closing this Agreement shall survive in accordance with their terms. . (c) Notwithstanding the foregoing, any covenant, agreement, representation, claim with respect to the inaccuracy or breach of any representation or warranty or other matter in respect of which indemnity recovery may be sought under this Agreement Section 7.2 below shall survive the time at which it would otherwise terminate pursuant to this Section 12.1 (other than with respect to the Terminating Representations, which will terminate as of the Closing), 7.1 if written notice of the inaccuracy or breach or potential 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 recovery may be sought prior to such time. The representations and warranties in this Agreement and the Schedules and Exhibits attached hereto shall in no event be affected by any investigation, inquiry, or examination made for or on behalf of any Party, or the Knowledge of any Party’s officers, managers, directors, stockholders, employees or agents or the acceptance by any Party of any certificate hereunder.