Common use of Survival Periods Clause in Contracts

Survival Periods. All representations and warranties contained in this Agreement (including the Schedules hereto) shall survive for a period of twenty (20) months from the Closing Date, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statute of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall terminate on the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolved.

Survival Periods. All representations and warranties of the parties contained in this Agreement (including Agreement, the Schedules hereto) Company Disclosure Schedule, the Buyer Disclosure Schedule or any certificate or document expressly setting forth representations and warranties delivered in connection herewith shall survive for a period the Closing (applicable as of twenty (20the Closing Date as if made on and as of such date) months but shall apply only with respect to claims asserted in writing against the party from whom indemnification may be sought hereunder within two years from the Closing Date; provided, except for matters involving the title to the Assets, as to which that the representations and warranties set forth in Section 2.4(a), Sections 2.24 (a) and (b) and Article III shall survive until the Closing indefinitely (and claims may be asserted at any time); provided, however, that Section 2.14 shall not survive the Closing. Notwithstanding anything in this Agreement to the contrary, the obligations of the Sellers under Article V shall survive the Closing but shall apply only to claims asserted in writing against the party from whom indemnification may be sought hereunder within 60 days after the expiration of any applicable statutes of limitations. The covenants and agreements of the parties hereto shall survive the Closing in accordance with their terms, provided, that, with respect to any failure to perform any such covenant or agreement prior to the Closing, any claim of such failure must be asserted in writing against the party from whom indemnification may be sought within two years from the Closing Date other than any claim arising as failure to perform any covenant or agreement which claim is the subject of the indemnity provided in Article V, which claim shall survive the Closing and which claim may be asserted in writing within 60 days after the expiration of any applicable statute of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall terminate on the Closing Date. Notwithstanding anything to the contrary contained hereinFor purposes of this Agreement, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration representations and warranties of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements Company contained herein shall survive after be deemed to include the applicable survival period with respect Company Disclosure Schedule and the representations and warranties of Buyer contained herein shall be deemed to any claim that include the Buyer Disclosure Schedule. Rights of a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and indemnification shall not expire until be limited or affected by any pre-Closing investigation by such claim or cause of action is finally resolvedparty.

Survival Periods. All representations and warranties contained in this Agreement (including the Schedules hereto) shall survive for a period of twenty eighteen (2018) months from the Closing Datemonths, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statute statue of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall terminate on survive for eighteen (18) months following the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolved.

Survival Periods. All The representations and warranties contained of the Company set forth in this Agreement, or in any certificate, agreement, document or other instrument required to be executed and delivered by the Company pursuant to this Agreement (including the Schedules hereto) shall “Certificates”), will survive for a period of twenty (20) months from the Closing and the Effective Time and remain in full force and effect until 11:59 p.m., Pacific time, on the date that is one year after the Closing Date (the “Survival Date”); provided, except for matters involving however, that: (i) the title to Fundamental Representations will survive the Assets, as to which Closing and the representations Effective Time and warranties shall survive remain in full force and effect until the expiration of the statutes of limitations (including extensions thereof) applicable to the subject matters referenced therein (and with respect to the Fundamental Representations, the Survival Date means such expiration of the applicable statutes of limitations (including extensions thereof)); and (ii) in the event of fraud of or by the Company with respect to any applicable representation or warranty set forth in this Agreement or any Certificate, such representation or warranty will survive until the statute of limitationslimitation applicable to fraud under applicable Law. All covenants and agreements contained herein If a Claim Certificate asserting a breach of a representation or warranty is delivered before the date on which such representation or warranty ceases to survive pursuant to the terms of this Agreement, then the claims specifically set forth in such Claim Certificate will survive for the benefit of all Indemnified Parties beyond the expiration of the applicable survival period for such representation or warranty until such claims are to be performed after the Closing shall survive until fully performed resolved in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall terminate on the Closing Datethis Article VIII. Notwithstanding anything to the contrary contained hereinin this Agreement, it is the expiration intention of any such the parties hereto that the foregoing survival periods shall not preclude supersede any claim for indemnification under this Section 10 based on applicable statute of limitations applicable to such representations or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closingwarranties. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to It is the party as to which there is alleged a breach prior to the expiration express intent of the applicable survival period; providedparties that, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after if the applicable survival period for an item as contemplated by this Section 8.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to any claim such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that a party shall make the time periods set forth in writing in accordance with this Section 8.1 for the assertion of claims under this Agreement (including claims are the result of arms’-length negotiation among the parties and that they intend for which only an estimate of potential losses can the time periods to be provided) prior to enforced as agreed by the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolvedparties.

Survival Periods. All The representations and warranties made in this Asset Purchase Agreement, the Transaction Documents or in any exhibit, schedule, document, certificate, or other instrument delivered by or on behalf of the parties pursuant to this Asset Purchase Agreement or the Transaction Documents shall survive any investigation made by any party hereto and the Closing of the transactions contemplated hereby until the second anniversary of the Closing Date, except those representations and warranties contained in this Agreement SECTION 3.3 (including Ownership of Acquired Assets) and SECTION 3.4 (No Conflict or Violation) which will survive indefinitely. As to any matter which is based upon willful fraud by the Schedules hereto) shall survive for a period of twenty (20) months from the Closing Dateindemnifying party, except for matters involving the title to the Assets, as to which the representations and warranties set forth in this Asset Purchase Agreement shall survive until the expire only upon expiration of any the applicable statute of limitations. All covenants and agreements contained herein which are No party will be liable to be performed after the Closing shall survive until fully performed in accordance with their termsanother under any warranty or representation, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall terminate on the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period expiration of such warranty or representation; provided however, if a claim or notice is given under this SECTION 6 with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) representation or warranty prior to the applicable expiration date, such claim may be pursued to resolution notwithstanding expiration of such survival period, and the representation or warranty under which the claim was brought. Completion of the transactions contemplated hereby shall not expire until such claim be deemed or cause construed to be a waiver of action is finally resolvedany right or remedy of any of the parties notwithstanding the existence of any facts that any of the parties knew or should have known at the time hereof, except as specifically provided for in SECTION 8 hereto.