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, and the right to commence any claim with respect thereto under Section 8.2(a) or 8.3(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 the representations and warranties set forth in Sections 3.2(a), (b) and (d), 3.8 and 4.4 shall survive indefinitely. 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 8.1, 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 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 warranties other than Section 3.7 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 8.2(a) or 8.3(a)thereto, shall terminate and cease to be of further force and effect as of the date that which is 12 eighteen (18) months after following the Closing Date; provided that the . The representations and warranties set forth in Sections 3.2(a), (b) and (d), 3.8 and 4.4 Section 3.7 shall survive indefinitely. 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 termsterms (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 8.19.2, 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.