Common use of Time Limits on Claims Clause in Contracts

Time Limits on Claims. Except as otherwise provided in this Section 9.5, the representations and warranties of each of the parties hereto set forth in this Agreement or in any certificate delivered by any party hereto at the Closing shall survive the Closing until the Expiration Date, at which time they shall expire and be of no further force and effect; provided, however, that (a) the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Authorization), 3.5 (Ownership of the Shares), and 3.7 (Brokers); Sections 4.1 (Organization; Qualification), 4.2 (Authorization), 4.5(a) (Capitalization; Ownership), 4.6 (Subsidiaries), and 4.25 (Brokers); and Sections 5.1 (Organization), 5.2 (Authorization), and 5.6 (Availability of Funds; Solvency) (collectively, the “Fundamental Representations”) shall survive indefinitely and (b) the representations and warranties in Section 4.19 (Tax Matters) (the “Tax Representations”) shall survive until the 60th day after the expiration of the statute of limitations (including any extensions or tolling thereof) applicable thereto, at which time such representations and warranties shall expire and be of no further force and effect. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein; provided that covenants to be fully performed at or prior to the Closing shall expire upon the occurrence of the Closing. Notwithstanding the preceding portion of this Section 9.5, any claim relating to the breach of a representation, warranty, covenant or agreement set forth herein that is asserted in writing pursuant to Section 9.4 prior to the applicable survival end date described above shall survive until such claim is finally resolved and satisfied in accordance with this Article IX. Notwithstanding anything herein to the contrary, the applicable survival end date set forth in this Section 9.5 shall be tolled during the time in which Purchaser is using its commercially reasonable efforts to recover under the R&W Policy pursuant to Section 9.6(b)(ii)(B).

Time Limits on Claims. Except as otherwise provided in this Section 9.57.5, the representations and warranties of each of the parties hereto set forth in this Agreement or in and any certificate delivered by any party hereto at the Closing Transaction Document shall survive the Closing until the Expiration Datefor eighteen (18) months following Closing, at which time they shall expire and be of no further force and effect; provided, however, that (a) the representations and warranties set forth in Sections 3.1 (Organization; Qualification; Title), 3.2 (Authorization), 3.5 3.4(a) (Ownership No Violation of the SharesOrganizational Documents), and 3.7 (Brokers); Sections 4.1 (Organization; Qualification), 4.2 (Authorization), 4.5(a3.5(a) (Capitalization; Ownership), 4.6 3.6 (Subsidiaries), and 4.25 ; 3.25 (Brokers); , and Sections 5.1 4.1 (Organization), 5.2 and 4.2 (Authorization), and 5.6 (Availability of Funds; Solvency) (collectively, the “Fundamental Representations”) shall survive indefinitely and (b) the representations and warranties in Section 4.19 3.19 (Tax Matters) (the “Tax Representations”) ), shall survive until the 60th one hundred eightieth (180th) day after the expiration of the statute of limitations (including any extensions or tolling thereof) applicable thereto, at which time such representations and warranties shall expire and be of no further force and effect. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely for a period of 2 years, or for the period explicitly specified therein; provided that that, covenants to be fully performed at or prior to the Closing shall expire upon on the occurrence of the ClosingClosing Date. Notwithstanding the preceding portion of this Section 9.57.5, any claim relating to the breach of a representation, warranty, covenant covenant, or agreement set forth herein that is asserted in writing pursuant to Section 9.4 7.4 prior to the applicable survival end date described above shall survive until such claim is finally resolved and satisfied in accordance with this Article IXVII. Notwithstanding anything herein The liability of any Indemnifying Party with respect to claims timely made hereunder shall continue until the contrary, Indemnifying Party’s liability therefor is determined and fully satisfied. The parties agree that this Section 7.5 is intended to modify the applicable survival end date set forth in this Section 9.5 shall be tolled during the time in which Purchaser is using its commercially reasonable efforts statute of limitations period(s) with respect to recover under the R&W Policy pursuant to Section 9.6(b)(ii)(B)claims hereunder.

Time Limits on Claims. Except as otherwise provided in this Section 9.58.5, the representations and warranties of each of the parties hereto set forth in this Agreement or in any certificate delivered by any party hereto at the Closing shall survive the Closing for until the Expiration 12-month anniversary of the Closing; provided, that the Fundamental Representations shall survive the Closing until the sixth (6th) anniversary of the Closing Date, at which time they shall expire and be of no further force and effect; provided, however, that . No claim or action shall be brought under this Article VIII for breach of any covenant or agreement contained in this Agreement more than twelve (a12) months following the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Authorization), 3.5 (Ownership of the Shares), and 3.7 (Brokers); Sections 4.1 (Organization; Qualification), 4.2 (Authorization), 4.5(a) (Capitalization; Ownership), 4.6 (Subsidiaries), and 4.25 (Brokers); and Sections 5.1 (Organization), 5.2 (Authorization), and 5.6 (Availability of Funds; Solvency) (collectively, the “Fundamental Representations”) shall survive indefinitely and (b) the representations and warranties in Section 4.19 (Tax Matters) (the “Tax Representations”) shall survive until the 60th last day after the expiration of the statute of limitations (including any extensions upon which such covenant or tolling thereof) applicable thereto, at which time such representations and warranties shall expire and be of no further force and effect. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein; provided that covenants agreement is required to be fully performed at or prior to the Closing shall expire upon the occurrence of the Closingperformed. Notwithstanding the preceding portion of this Section 9.58.5, any claim relating to the breach of a representation, warranty, covenant or agreement set forth herein that is asserted in writing pursuant to Section 9.4 8.4 prior to the applicable survival end date described above shall survive until such claim is finally resolved and satisfied in accordance with this Article IXVIII. Notwithstanding anything herein Purchaser and Seller agree that (a) this Section 8.5 is intended to shorten the applicable statute of limitations period(s) with respect to claims hereunder, (b) claims in respect of a breach of a representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement must be made prior to the contraryexpiration of the survival period specified for such representation, warranty, covenant or agreement in this Section 8.5, and (c) any claims for indemnification not timely made in accordance with this Article VIII shall be expressly barred and are hereby waived. For the applicable avoidance of doubt, and notwithstanding the forgoing, (i) the survival end date periods set forth in this Section 9.5 8.5 shall be tolled during the time in which Purchaser is using its commercially reasonable efforts not control with respect to recover under the R&W Policy pursuant to Policy, which shall contain survival periods that shall control for purposes thereunder and (ii) this Section 9.6(b)(ii)(B)8.5 shall survive the Closing and shall not prevent or otherwise restrict any claims after the Closing against Seller for Fraud.