Common use of Survival and Time Limitation Clause in Contracts

Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunder. Notwithstanding the foregoing, after the Closing, any claim by any Purchaser Indemnified Party that either Seller is liable to such Purchaser Indemnified Party under the terms of this Agreement for breach of any representations or warranties of such Seller must be made in writing and given to such Seller (or not at all) on or prior to the date that is [CONFIDENTIAL TREATMENT REQUESTED] after the Closing Date, except that (a) any claims for breach of the Specified Representations shall survive the Closing [CONFIDENTIAL TREATMENT REQUESTED], (b) any claims for breach of the representations and warranties in Sections 4.02(j) (Taxes) and 4.02(k) (Employee Benefits) shall survive the Closing until the date that is [CONFIDENTIAL TREATMENT REQUESTED] past the expiration of the applicable statute of limitations, and (c) there shall be no such time limitation or survival period for any fraud or intentional misconduct.

Survival and Time Limitation. The terms and provisions of this Agreement shall survive the Closing of the transactions contemplated hereunder. Notwithstanding the foregoing, after the Closing, any claim by any Purchaser Indemnified Party that either Seller is liable to such Purchaser Indemnified Party under the terms of this Agreement for breach of any representations or warranties of such Seller must be made in writing and given to such Seller (or not at all) on or prior to the date that is [CONFIDENTIAL TREATMENT REQUESTED] eighteen (18) months after the Closing Date, except that (a) any claims for breach of the Specified Representations shall survive the Closing [CONFIDENTIAL TREATMENT REQUESTED]indefinitely, (b) any claims for breach of the representations and warranties in Sections 4.02(j) (Taxes) and 4.02(k) (Employee Benefits) shall survive the Closing until the date that is [CONFIDENTIAL TREATMENT REQUESTED] ninety (90) days past the expiration of the applicable statute of limitations, and (c) there shall be no such time limitation or survival period for any fraud or intentional misconduct. CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.