Common use of Survival; Claims Period Clause in Contracts

Survival; Claims Period. (i) The representations, warranties, covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until twenty four (24) months after the Contribution Closing Date; provided, however, that (A) the representations and warranties set forth in Section 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 (Capitalization), Sections 3.7(a)-(c) (Ownership of Acquired Interests and Acquired Assets), Section 3.20 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.5 (Capitalization) and Section 4.12 (Brokers’ Fee) (collectively, the “Fundamental Representations”) shall survive indefinitely, (B) the representations and warranties set forth in Section 3.18 (Taxes) and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) shall survive until ninety (90) days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof), (C) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilities) and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date) shall survive until twenty four (24) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer) shall survive indefinitely and (E) except as provided in Section 8.3(a)(i)(C), any covenants or agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Contribution Closing Date shall survive until fully discharged. The date on which any such representation, warranty, covenant or agreement no longer survives in accordance with this Section 8.3(a)(i) is referred to herein as the “Expiration Date.”

Survival; Claims Period. (i) The representations, warranties, covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until twenty four the one-year anniversary of the Closing Date (24) months after the Contribution Closing “Expiration Date”); provided, however, provided that (A) the representations and warranties set forth in Section Sections 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 3.3 (Non-Contravention), 3.4 (Governmental Approvals), 3.5 (Capitalization), Sections 3.7(a)-(c) 3.6 (Ownership of Acquired Interests and Acquired AssetsInterests), Section 3.20 3.18 (Brokers’ Fee), Section 3.22 (Matters Relating to Acquisition of the Acquired Units), 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.3 (Non-Contravention), 4.4 (Governmental Approvals), 4.5 (Capitalization) and Section 4.12 ), 4.17 (Brokers’ Fee) and 4.20 (collectively, the “Fundamental Representations”Matters Relating to Acquisition of Acquired Interests) shall survive indefinitely, (B) the representations and warranties set forth in Sections 3.10(d) (Financial Statements), and 3.17 (Employee Benefits) to the extent such representations and warranties relate to ETC II or the ETC II MEP Interest shall continue in full force and effect until the one-year anniversary of the Option Closing Date (which shall be deemed to be the Expiration Date with respect to such representations and warranties), (C) the representations and warranties set forth in Section 3.18 3.16 (Taxes) and Section 4.11 4.15 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) shall survive the execution and delivery of this Agreement and shall continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations (giving effect which shall be deemed to any waiver, mitigation or extension thereof), (C) be the obligations to indemnify and hold harmless Expiration Date with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilitiessuch representations and warranties) and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date) shall survive until twenty four (24) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer) shall survive indefinitely and (E) except as provided in Section 8.3(a)(i)(C), any covenants or agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Contribution Closing Date shall survive until fully discharged. The date on which any such representation, warranty, covenant or agreement no longer survives in accordance with this Section 8.3(a)(i) is referred to herein as the “Expiration Date.”

Survival; Claims Period. (i) The representations, warranties, covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until twenty four the one-year anniversary of the Closing Date (24) months after the Contribution Closing “Expiration Date”); provided, however, provided that (Ai) the representations and warranties set forth in Section Sections 3.1 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 3.3 (Non-Contravention), 3.4 (Governmental Approvals), 3.5 (Capitalization), Sections 3.7(a)-(c) 3.6 (Ownership of Acquired Interests and Acquired AssetsInterests), Section 3.20 3.18 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.3 (Non-Contravention), 4.4 (Governmental Approvals), 4.5 (CapitalizationMatters Relating to the Acquisition of the Acquired Units) and Section 4.12 4.6 (Brokers’ Fee) (collectively, the “Fundamental Representations”) shall survive indefinitely, (Bii) the representations and warranties set forth in Sections 3.10(d) (Financial Statements) and 3.17 (Employee Benefits), to the extent such representations and warranties relate to ETC II or the ETC II MEP Interest shall continue in full force and effect until the one-year anniversary of the Option Closing Date (which shall be deemed to be the Expiration Date with respect to such representations and warranties), (iii) the representations and warranties set forth in Section 3.18 3.16 (Taxes) and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) shall survive the execution and delivery of this Agreement and shall continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations (giving effect which shall be deemed to any waiver, mitigation or extension thereof), (C) be the obligations to indemnify and hold harmless Expiration Date with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilitiessuch representations and warranties) and Section 8.2(d(iv) (Liabilities of the Propane Business incurred after the Contribution Closing Date) shall survive until twenty four (24) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer) shall survive indefinitely and (E) except as provided in Section 8.3(a)(i)(C), any covenants or agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Contribution Closing Date shall survive until fully discharged. The date on which any such representation, warranty, covenant or agreement no longer survives in accordance with this Section 8.3(a)(i) is referred to herein as the “Expiration Date.”

Survival; Claims Period. (i) The representations, warranties, covenants All representations and agreements warranties of the Parties under contained in this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect Closing until twenty four (24) the date that is 15 months after the Contribution Closing Date; provided, however, provided that such 15-month survival period shall not apply to: (Ai) the representations and warranties any representation or warranty set forth in Section 3.1 6.19 (Organization; QualificationEnvironmental Matters), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 (Capitalization), Sections 3.7(a)-(c) (Ownership of Acquired Interests and Acquired Assets), Section 3.20 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.5 (Capitalization) and Section 4.12 (Brokers’ Fee) (collectively, the “Fundamental Representations”) shall survive indefinitely, (B) the which representations and warranties shall survive the Closing until the third anniversary of the Closing Date; (ii) any representation or warranty set forth in the Fundamental Seller Representations (excluding Section 6.15 (Taxes), which is the subject of clause (iii) below) or the Fundamental Buyer Representations, which representations and warranties shall survive the Closing indefinitely; and (iii) any representation or warranty set forth in Section 3.18 6.15 (Taxes), 6.17 (Employees; Employee Matters), 6.18 (Employee Benefit Matters) or 7.6 (Parent SEC Filings), which representations and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes) warranties shall survive the Closing until ninety (90) days the date that is three months after the expiration of the applicable statute of limitations limitation (giving effect to any waiverthe date, mitigation if any, on which a representation or extension thereofwarranty contained in this Agreement so expires, the “Expiration Date”), (C) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(d) (Retained Propane Business Liabilities) and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date) shall survive until twenty four (24) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer) shall survive indefinitely and (E) except as provided in Section 8.3(a)(i)(C), any . All covenants or agreements contained in this Agreement that by their terms are to be performed at or prior to the Closing shall terminate at the Closing, and all covenants contained in whole or in part this Agreement that by their terms are to be performed after the Contribution Closing Date shall survive the Closing until fully dischargedperformed in accordance with their terms. The date on which No Indemnifying Party shall have any liability for indemnification claims made under this Article XII with respect to any breach of any representation or warranty unless a Claim Notice in respect of such representation, warranty, covenant or agreement no longer survives claim is timely given in accordance with this Section 8.3(a)(i) is referred Agreement on or prior to herein as the “applicable Expiration Date. If a Claim Notice has been timely given in accordance with this Agreement on or prior to the applicable Expiration Date, then the applicable representation or warranty shall survive as to such Claim until such Claim has been finally resolved.”

Survival; Claims Period. (i) The representations, warranties, warranties and covenants and agreements of the Parties under this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until twenty four (24) the date that is 18 months after the Contribution Closing Date; provided, however, that (Aa) the representations and warranties set forth in Sections 2.a (Title to Shares), 2.b (Authority) and 2.c (Investment Representations), 2.d (Accredited Investor Representations) in the Stockholder Representation and Warranties Agreement and the representations set forth in Sections 3.1 (Organization; Existence and Good Standing), 3.2 (Authority; Enforceability), 3.3 (Capitalization), 3.4 (Subsidiaries), 3.22 (Brokers’ Fees), 3.28 (State Takeover Laws; Charter Provisions), 4.1 (Organization; Existence and Good Standing) and 4.2 (Authority; Enforceability) of this Agreement shall survive indefinitely, (b) any covenants or agreements contained in this Agreement or the other Transaction Documents that by their terms are to be performed after the Closing Date shall survive until fully discharged, (c) Claims related to fraud or intentional misrepresentation in connection with this Agreement shall survive until the expiration of 60 Business Days following the date on which the statute of limitations applicable to such Claims has expired, (d) the representations and warranties set forth in Section 3.1 3.8 (Organization; Qualification), Section 3.2 (Subsidiaries), Section 3.3 (Authority; Enforceability), Section 3.6 (Capitalization), Sections 3.7(a)-(c) (Ownership of Acquired Interests and Acquired Assets), Section 3.20 (Brokers’ Fee), Section 4.1 (Organization; Qualification), Section 4.2 (Authority; Enforceability; Valid Issuance), Section 4.5 (CapitalizationTax Matters) and Claims for indemnification under Section 4.12 (Brokers’ Fee) (collectively, the “Fundamental Representations”) shall survive indefinitely, (B) the representations and warranties set forth in Section 3.18 (Taxes) and Section 4.11 (Taxes) and the indemnification set forth in Section 8.1(c) (Excluded Taxes8.1(b) shall survive until ninety (90) days after the expiration of 60 Business Days following the applicable date on which the statute of limitations (giving effect applicable to any waiver, mitigation or extension thereof)matters described in such sections has expired, (Ce) the obligations to indemnify and hold harmless with respect to the Losses set forth in Claims for indemnification under Section 8.1(d) (Retained Propane Business Liabilities) and Section 8.2(d) (Liabilities of the Propane Business incurred after the Contribution Closing Date8.1(a)(vi) shall survive until twenty four the expiration of 24 months following the Closing, and (24f) months after the Contribution Closing Date, (D) the obligations to indemnify and hold harmless with respect to the Losses set forth in Claims arising out of Section 8.1(e) (Other Retained Liabilities) and Section 8.2(c) (Unitholder Litigation relating to Acquirer8.1(a)(vii) shall survive indefinitely and (E) except until the expiration of 24 months following the Closing. The date to which a particular representation, warranty or covenant survives, as provided in Section 8.3(a)(i)(Cthe foregoing sentence, including clauses (a), any covenants or agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Contribution Closing Date shall survive until fully discharged. The date on which any such representation(b), warranty(c), covenant or agreement no longer survives in accordance with (d), (e) and (f) of this Section 8.3(a)(i) 8.3 is referred to herein as the such representation’s, warranty’s or covenant’s “Expiration Date”. No Claim for a breach of any representation, warranty or covenant contained in this Agreement shall be brought after the Expiration Date of such representation, warranty or covenant, except for Claims of which a Party has received written notification setting forth in reasonable detail the claimed misrepresentation or breach of representation, warranty or covenant, prior to such Expiration Date.”