Common use of 5Survival Clause in Contracts

5Survival. (a) The liability of Sellers for the breach of any of the representations and warranties of Sellers set forth in Sections 3.1, 3.2, 3.3, 3.4 and 3.10 (the “Fundamental Representations”) shall be limited to claims for which the Partnership Parties deliver written notice to Sellers on or before the Identification Deadline. The liability of Sellers for the breach of any of the representations and warranties of Sellers set forth in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.9) shall be limited to claims for which the Partnership Parties deliver written notice to Sellers on or before the date that is 18 months after the Closing Date. The liability of Sellers for Losses for claims related to or arising from Taxes (including, without limitation, Losses for claims for breach of the representations or warranties in Section 3.9) shall be limited to claims for which the Partnership Parties deliver written notice to Sellers on or before the date that is ninety (90) days after the expiration of the applicable statute of limitations for assessment of the applicable Tax. (b) The liability of the Partnership Parties for the breach of any of the representations and warranties of the Partnership Parties set forth in Article IV shall be limited to claims for which Sellers deliver written notice to the Partnership Parties on or before the date that is 18 months after the Closing Date.