Examples of Survival Date in a sentence
Notwithstanding the foregoing, the representations and warranties contained in this Agreement shall survive for a period that is twenty-four (24) months after the Closing Date (the “Survival Date”), provided however, that any claim for indemnity made by an Indemnified Party on or prior to the Survival Date shall survive until such claim is finally resolved.
Notwithstanding anything in this Section 10.1 to the contrary, (i) if, at any time prior to 11:59 p.m. Pacific time on the applicable Survival Date, an Officer’s Certificate is delivered alleging Losses and a claim for recovery under Section 10.4(a), then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (ii) claims relating to Fraud shall survive indefinitely.
In accordance with the Escrow Agreement, on the General Survival Date, the Escrow Agent shall distribute to Seller the balance of the Escrow Amount, if any (the "Remaining Amount") less the aggregate dollar amount of any bona fide claim or claims for indemnification made or brought by a Buyer Indemnified Person in accordance with Article VII that are then outstanding or to which any Third Party Claim are pending and unresolved (the "Pending Claims").