Survival Date. Buyer will not be liable with respect to any claim made pursuant to Section 6.3(a)(i) above for the breach of any representation or warranty contained in Article 3 of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by the Representative to Buyer as follows:
Survival Date. Neither the Company nor the Seller Stockholder will be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement or in any other Transaction Document unless written notice of a possible claim for indemnification with respect to such breach is given by a Buyer Party to the Company or the Seller Stockholder as applicable, as follows (such date, with respect to each Section, is referred to herein as its “Survival Date”):
Survival Date. The Selling Shareholders will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, is given by a Buyer Party to the Seller Shareholder Representative:
Survival Date. Seller will not be liable with respect to any claim for the breach or inaccuracy of any representation or warranty contained in Section 4 (except for Section 4.1 (Corporate Status), Section 4.3 (Authorizations and Binding Obligations), Section 4.4(i) and (iii) (Absence of Conflict or Breach); Section 4.7(a) (Real Property), Section 4.8(b) and (c) (Owned and Leased Tangible Personal Property) and Section 4.29 (Brokerage) which shall not be subject to any time limitations), or any claim for the breach of any other representation, warranty, pre-closing covenant or pre-closing agreement on behalf of Seller contained herein, unless written notice of a possible claim for indemnification with respect to such breach is given by the Buyer to Seller (which notice shall identify with specificity the nature of the claim, the breach alleged and the reasons why a loss in respect of such matter is likely to occur) on or before (i) the expiration of the applicable statute of limitations with respect to claims arising under Section 4.19 (Labor and Employment Matters), under Section 4.21 (Taxes), under Section 4.23 (Environmental Matters), under Section 4.25 (Events Subsequent to Most Recent Fiscal Year End), under Section 4.34 (Licenses and Permits), and (ii) the second anniversary of the Closing Date with respect to all other claims arising under Section 4 or Section 6 or any claims for the breach of any other representation, warranty, pre-closing covenant or pre- closing agreement on behalf of Seller or the Companies or any of them contained herein or in any document delivered by Seller or the Companies at the Closing, and (iii) six months from the Closing Date with respect to any claims for the breach or inaccuracy of any representation or warranty contained in Section 4.9 (Physical Condition of Acquired Assets) (each date under clauses (i), (ii) and (iii) a "Survival Date"), it being understood that so long as such written ------------- notice is given in accordance with the terms hereof on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is resolved. The foregoing two-year and six month contractual limitation as to the time for giving written notice of a claim hereunder shall not apply with respect to any intentional, deliberate and material breach of any representation, warranty or covenant under this Agreement. Any breach of any post-closing covenant o...
Survival Date. The indemnification obligations of each party (the “Indemnitor”) obligated to provide indemnification to the other (the “Indemnitee”) under Sections 5.01 and 5.02 shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee’s delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by the first anniversary of the date of this Agreement (the “Claim Period”); provided, however, that notwithstanding the forgoing, the Claims Period during which a claim for indemnification may be asserted with respect to:
Survival Date. (i) All representations and warranties set forth in this Agreement (other than Fundamental Reps, the representations and warranties contained in Section 3.13 (Employee Benefit Plans) and Section 3.15 (Taxes) shall survive the Closing and the consummation of the Transactions and terminate on that date that is 36 months following the Closing Date;
Survival Date. The indemnification obligations of each Party (the "Indemnitor") obligated to provide indemnification to the other (the "Indemnitee") under Sections 10 and 11 regarding representations and warranties, shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee's delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by the first anniversary of the Closing Date. Any indemnification obligations arising under this Section shall lapse and become of no further force and effect with respect to all claims with respect to which Indemnitee does not timely give notice to Indemnitor containing details reasonably sufficient to disclose to the Indemnitor the nature and scope of the claim.
Survival Date. The Current Owners will not be liable with ------------- respect to any claim for the breach or inaccuracy of any representation or warranty contained in Section 5 (except for Sections 5.02 (Authorization), 5.03 (Capitalization and Related Matters), 5.05 (Brokerage), 5.06 (Subsidiaries and Investments) and 5.26 (Company Transactions)), or any claim for the breach of any other Company representation, warranty, pre- closing covenant or pre-closing agreement contained herein, unless written notice of a possible claim for indemnification with respect to such breach is given by the Company or a Purchaser Indemnitee to the Current Owners on or before (1) the expiration of the applicable statute of limitations with respect to claims arising under Sections 5.15 (Tax Matters), and 5.21(b) (Events Subsequent to Most Recent Fiscal Year End), (2) the fifth anniversary of the Closing Date with respect to claims under Sections 5.11 (Title to Personal Property) and 5.12 (Title to Real Property) (3) the fourth anniversary of the Closing Date with respect to claims under Section 5.22 (Environmental, Health and Safety Matters), (4) the third anniversary of the Closing Date with respect to claims under Section 5.09 (Legal Compliance) or (5) the first anniversary of the Closing Date with respect to all other claims arising under Section 5 or any claim for the breach of any other Company representation, warranty, pre-closing covenant or pre- closing agreement contained herein (each date under clauses (1), (2) and (3), a "Survival Date"), it being understood that so long as such written ------------- notice is given on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is resolved. Any breach of any post- closing covenant or agreement of a Current Owner contained in this Agreement, will not be subject to any time limitations.
Survival Date. Any representations and warranties set forth in Section 7.2 hereof shall be deemed to have merged with the Deed at Closing only until the date that is two hundred seventy (270) days after the Closing Date (the “Survival Date”). Any claim of breach of any representation or warranty contained in Section 7.2 must be given in writing and any action or claim thereunder must be filed with the appropriate court on or before the Survival Date and diligently prosecuted; otherwise, any representation or warranty contained in Section 7.2 for which a claim of breach is not filed with the appropriate court and given in writing to the other party on or before the Survival Date shall terminate as of such Survival Date and thereafter be of no force or effect. This Section 7.4 shall survive the Closing.
Survival Date. (a) The indemnification obligations of each party (the "Indemnitor") obligated to provide indemnification to the other (the "Indemnitee") under Section 12.1(a)(i) or Section 12.2(a)(i) shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee's delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by 12:01 a.m. on January 1, 1998; provided, however, that (i) claims with respect to the representations and warranties contained in Section 5.11(c), such claim shall have been made on or prior to the third anniversary date of this Agreement; (ii) with respect to the representations and warranties related to tax matters and contained in Section 5.26, such claim shall have been made prior to the running of the applicable statutes of limitations; and (iii) with respect to the representations and warranties related to environmental matters and contained in Section 5.7, such claim shall have been made on or prior to the fifth anniversary date of this Agreement. Notwithstanding anything contained herein to the contrary, no indemnified party shall be entitled to indemnification with respect to any claim under Section 12.1(a)(i) or 12.2(a)(i), if such indemnified party has actual knowledge prior to Closing of any circumstance constituting a breach or failure of any such representation or warranty resulting in such claim.
