Common use of Survival Period Clause in Contracts

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03, 3.19, 3.22 and 3.25 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 7.01 shall survive for a period of twelve (12) months after the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 7.02 or 7.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, shall survive until fully discharged and performed and any Claims for indemnification with respect to a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03, 3.19, 3.22 3.03 and 3.25 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 7.01 6.01 shall survive for a period of twelve (12) months after the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 7.02 6.02 or 7.03 6.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.016.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 6.01 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, shall survive until fully discharged and performed and any Claims for indemnification with respect to a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller Holders contained in Sections 3.01, 3.02, 3.033.03(a), 3.19, 3.22 3.04 and 3.25 3.07 (each, a “Seller Holder Fundamental Representation”), the representations and warranties of Xxxxxx contained in Sections 4.01, 4.02, 4.03, 4.05(a) and 4.24 (each, a “Xxxxxx Fundamental Representation”) and the representations and warranties of Buyer Denim contained in Sections 4.015.01, 4.025.02, 4.04 5.03(a), 5.08, 5.09 and 4.05 5.10 (each, a “Buyer Holder Fundamental Representation”) shall survive indefinitely for the applicable statute of limitations, and (b) all other representations and warranties not referenced in this Section 7.01 8.01(a) shall survive for a period of twelve (12) months after the Closing Date. The Parties parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party party may make a Claim, notwithstanding any applicable statute of limitations. No Party party shall be entitled to recover for any Losses pursuant to Sections 7.02 8.02 or 7.03 8.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.018.01, in which case the Claim claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 8.01 until such time as such Claim claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, Date shall survive until fully discharged and performed performed, and any Claims claims for indemnification with in respect to of a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller contained in Sections 3.012.1, 3.022.2, 3.032.5, 3.192.9, 3.22 2.20, 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, 4.5, 4.8 and 3.25 4.13 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely until the expiration of the applicable statute of limitations, and (b) all other representations and warranties not referenced in this Section 7.01 shall survive for a period of twelve (12) months after following the Closing Effective Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 7.02 5.2 or 7.03 5.3 unless a Claim Notice is delivered to the Indemnifying Party on or before the applicable date set forth in this Section 7.015.1, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 5.1 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, Effective Date shall survive until fully discharged and performed performed, and any Claims for indemnification with in respect to of a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations. Notwithstanding the foregoing, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such Claims shall survive until finally resolved.

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller Sellers contained in Sections 3.01, 3.02, 3.03, 3.19, 3.22 3.22, 3.24 and 3.25 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely indefinitely, and (b) all other representations and warranties not referenced in this Section 7.01 7.01(a) shall survive for a period of twelve (12) months after the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 7.02 or 7.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.01, in which case the Claim claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 until such time as such Claim claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, Date or which shall not have not been waived or amended as set forth herein, herein shall survive until fully discharged and performed performed, and any Claims claims for indemnification with in respect to of a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller Holders contained in Sections 3.01, 3.02, 3.033.03(a), 3.19, 3.22 3.04 and 3.25 3.07 (each, a “Seller Holder Fundamental Representation”), the representations and warranties of Xxxxxx contained in Sections 4.01, 4.02, 4.03, 4.05(a) and 4.24 (each, a “Xxxxxx Fundamental Representation”) and the representations and warranties of Buyer Denim contained in Sections 4.015.01, 4.025.02, 4.04 5.03(a), 5.08, 5.09 and 4.05 5.10 (each, a “Buyer Holder Fundamental Representation”) shall survive indefinitely for the applicable statute of limitations, and (b) all other representations and warranties not referenced in this Section 7.01 8.01(a) shall survive for a period of twelve (12) months after the Closing Date. The Parties parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party party may make a Claim, notwithstanding any applicable statute of limitations. No Party party shall be entitled to recover for any Losses pursuant to Sections 7.02 8.02 or 7.03 8.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.018.01, in which case the Claim claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 8.01 until such time as such Claim claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, Date shall survive until fully discharged and performed performed, and any Claims claims for indemnification with in respect to of a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.. ​

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller contained in Sections 3.01, 3.02, 3.03, 3.19, 3.22 3.03 and 3.25 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely and (b) all other representations and warranties not referenced in this Section 7.01 6.01 shall survive for a period of twelve (12) months after the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a Claim, notwithstanding any applicable statute of limitations. No Party shall be entitled to recover for any Losses pursuant to Sections 7.02 6.02 or 7.03 6.03 unless a Claim Notice is delivered to the Indemnifying Party before the applicable date set forth in this Section 7.016.01, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 6.01 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, shall survive until fully discharged and performed and any Claims for indemnification with respect to a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.. ​

Survival Period. For purposes of this Agreement, (a) the representations and warranties of Seller contained in Sections 3.012.1, 3.022.2, 3.032.3, 3.192.5, 3.22 2.11, 2.16, 2.20, 2.22, 3.1, 3.2, 3.5, 3.8, 4.1, 4.2, and 3.25 4.11 (each, a “Seller Fundamental Representation”) and the representations and warranties of Buyer contained in Sections 4.01, 4.02, 4.04 and 4.05 (each, a “Buyer Fundamental Representation”) shall survive indefinitely until the expiration of the applicable statute of limitations, and (b) all other representations and warranties not referenced in this Section 7.01 shall survive for a period the General Survival Period. Except with respect to Claims arising out of twelve (12) months after or relating to the Closing Date. The Parties hereby agree that the foregoing is specifically intended to limit the time period within which a Party may make a ClaimLitigation Matter, notwithstanding any applicable statute of limitations. No no Party shall be entitled to recover for any Losses pursuant to Sections 7.02 5.2 or 7.03 5.3 unless a Claim Notice is delivered to the Indemnifying Party on or before the applicable date set forth in this Section 7.015.1, in which case the Claim set forth in the Claim Notice shall survive the applicable date set forth in this Section 7.01 5.1 until such time as such Claim is fully and finally resolved. The covenants and agreements set forth in this Agreement and to be performed to any extent at or after the Closing Date, which have not been waived or amended as set forth herein, Effective Date shall survive until fully discharged and performed performed, and any Claims for indemnification with in respect to of a breach of such covenants to be performed in any respect after the Effective Date may be made at any time within the applicable statute of limitations.. Notwithstanding the foregoing, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such Claims shall survive until finally resolved. Share and Unit Exchange Agreement