Common use of Survival Periods Clause in Contracts

Survival Periods. Except for Fundamental Representations, all other representations and warranties of Purchaser, the Sellers and the Company contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the date that is one (1) year after the Closing Date. The Fundamental Representations contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (1) year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, (a) the indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Article IX shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) if notice in writing of a bona fide claim with respect to the inaccuracy or breach of any such representation or warranty or covenant or failure to comply with any such covenant providing with reasonable specificity the basis for the claim shall have been given in good faith to the Party against whom such indemnity may be sought prior to the expiration date of the applicable survival period, such representation or warranty or covenant in respect of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 solely with respect to the claims made in such written notice and claims reasonably related to the underlying facts until finally resolved.

Survival Periods. Except for Fundamental RepresentationsIf the Merger is consummated, all other the representations and warranties of Purchaser, the Sellers and the Company parties contained in this Agreement and the right to commence any claim with respect thereto under representations and warranties set forth in HoldCo’s closing certificate referenced in Section 8.2 and Section 8.3 8.2, respectively, shall survive the Closing until Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the date that is one parties to this Agreement for a period of eighteen (118) year after months following the Closing Date. The (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of thirty-six (36) months following the Closing and remain (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Aricle X in full force and effect until sixty (60) days following respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to the Indemnity Period shall be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (1) year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, (a) the indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Article IX shall survive the Closing and remain in full force and effect until sixty (60) days following affectedby the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof)such Indemnity Period, and (b) if notice no right to indemnification pursuant to this Article X in writing respect of any claim based upon any breach of any Fundamental Representation that is set forth in a bona fide claim Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed, in whole or in part, after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to this Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, orany knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or breach of compliance with, any such representation or warranty warranty; provided, however, that the representations and warranties of HoldCo or covenant the Company shall be deemed to be limited by the disclosures set forth in the NSC Disclosure Schedules. The waiver of any condition based on the accuracy of any representation or failure to comply warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such covenant providing with reasonable specificity the basis representations, warranties and covenants. No claim for the claim shall have been given in good faith to the Party against whom such indemnity indemnification may be sought prior to asserted after the expiration date of the applicable survival period, such representation or warranty or covenant Indemnity Period (except in respect the case of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to fraud). Nothing in this Section 8.1 solely with respect to 10.1 shall limit the claims made in such written notice and claims reasonably related to the underlying facts until finally resolvedapplication of Section 10.3(d).

Survival Periods. Except for Fundamental RepresentationsIf the Merger is consummated, all other the representations and warranties of Purchaser, the Sellers and the Company parties contained in this Agreement and the right certificates of Parent and the Company delivered pursuant to commence any claim with respect thereto under Section 8.2 and Section 8.3 6.3(a) shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of six (6) months following the Closing until (the date “Indemnity Period”); provided, however, that no right to indemnification pursuant to this Article 8 in respect of any claim based upon any breach of any representation or warranty that is one (1) year after the Closing Date. The Fundamental Representations contained set forth in this Agreement and the right a Claim Notice delivered prior to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period. If the Merger is consummated, all applicable statutes covenants of limitations. The the parties (including the covenants set forth in Article IV) shall expire and agreements contained in this Agreement be of no further force or effect as of the Effective Time, except to the extent such covenants provide that by their nature they are required to be performed at or prior to after the Closing and the Effective Time; provided, however, that no right to commence indemnification pursuant to Article 8 in respect of any claim based upon any breach of a covenant shall be affected by the expiration of such covenant. The right to indemnification pursuant to Article 8 based on any breach or inaccuracy of such representations, warranties and covenants will not be affected by any investigation conducted with respect thereto under Section 8.2 to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and Section 8.3 shall survive the Closing until the day that is one (1) year after delivery of this Agreement or the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, (a) the indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Article IX shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) if notice in writing of a bona fide claim with respect to the accuracy or inaccuracy of or breach compliance with, any such representation, warranty or covenant; provided, however, that the representations and warranties of the Parent and Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules. The waiver of any such condition based on the accuracy of any representation or warranty warranty, or covenant on the performance of or failure to comply compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such covenant providing with reasonable specificity the basis representations, warranties and covenants. No claim for the claim shall have been given in good faith to the Party against whom such indemnity indemnification may be sought prior to asserted after the expiration date of the applicable survival period, such representation or warranty or covenant in respect of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 solely with respect to the claims made in such written notice and claims reasonably related to the underlying facts until finally resolvedIndemnity Period.

Survival Periods. Except for Fundamental Representations, all other representations and warranties of Purchaser, the Sellers and the Company contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the date that is one (1) year after the Closing Date. The Fundamental Representations contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain -84- in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (1) year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, (a) the indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Article IX shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) if notice in writing of a bona fide claim with respect to the inaccuracy or breach of any such representation or warranty or covenant or failure to comply with any such covenant providing with reasonable specificity the basis for the claim shall have been given in good faith to the Party against whom such indemnity may be sought prior to the expiration date of the applicable survival period, such representation or warranty or covenant in respect of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 solely with respect to the claims made in such written notice and claims reasonably related to the underlying facts until finally resolved.

Survival Periods. Except for Fundamental RepresentationsIf the Merger is consummated, all other the representations and warranties of Purchaser, the Sellers and the Company parties contained in this Agreement and the right to commence any claim with respect thereto under representations and warranties set forth in the Company’s closing certificate referenced in Section 8.2 and Section 8.3 8.2, respectively, shall survive the Closing until Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the date that is one parties to this Agreement for a period of twelve (112) year after months following the Closing Date. The (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing and remain (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in full force and effect until sixty (60) days following respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of all applicable statutes of limitations. The covenants and agreements contained in this Agreement that the Indemnity Period shall be affected by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (1) year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, (a) the indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Article IX shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof)such Indemnity Period, and (b) if notice no right to indemnification pursuant to this Article X in writing respect of any claim based upon any breach of any Fundamental Representation that is set forth in a bona fide claim Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or breach of compliance with, any such representation or warranty warranty; provided, however, that the representations and warranties of the Company shall be deemed to be limited by the disclosures set forth in the Disclosure Schedules and any subsequent updates or covenant modifications thereto. The waiver of any condition based on the accuracy of any representation or failure to comply warranty, or on the performance of or compliance with any covenant, will not affect any right to indemnification that may otherwise exist based on any breach or inaccuracy of such covenant providing with reasonable specificity the basis representations, warranties and covenants. No claim for the claim shall have been given in good faith to the Party against whom such indemnity indemnification may be sought prior to asserted after the expiration date of the applicable survival period, such representation or warranty or covenant Indemnity Period. Nothing in respect of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 solely with respect to 10.1 shall limit the claims made in such written notice and claims reasonably related to the underlying facts until finally resolvedapplication of Section 10.3(d).