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 Closing, any claim by any Buyer Indemnified Party that Seller is liable to such Buyer Indemnified Party under the terms of this Agreement for breach of any representations and warranties of Seller must be given to Seller on or prior to the date that is twelve (12) months after the Closing Date, except for (i) any claims for breach of the representations and warranties of Seller in Sections 3.1, 3.2, 3.3, 3.10, 3.11, 3.12, 3.16, 3.17 and 3.23, and any claims made by Buyer pursuant to Section 5.10, which must be given to Seller (or not at all) on or prior to the date that is ninety (90) days after the expiration of all applicable statutes of limitations with respect to the matters covered thereby, (ii) any claim for breach of the representations and warranties of Seller in Sections 3.7, 3.8, 3.9 and 3.36, which shall survive indefinitely, (iii) except as described in clause (iv) of this Section 7.6, any claim for breach of the representations and warranties of Seller in Section 3.20, which must be given to Seller on or prior to the date that is twenty-four (24) months after the Closing Date, (iv) any claim for breach of Section 3.20 relating to the matters described in Section 7.7 hereof, which shall survive until the later of the complete and conclusive resolution of any such matters with any applicable Governmental Authority or the payment in full of any amounts owed to each Buyer Indemnified Party under Section 7.7, and (v) any claim for breach of Section 3.37, which shall survive for the initial license term of each respective Facility. Notwithstanding the initial sentence of this Section 7.6, after Closing, any claim by any Seller Indemnified Party that Buyer is liable to such Seller Indemnified Party for a breach of any representations and warranties of Buyer must be given to Buyer on or prior to the date that is twelve (12) months after the Closing Date. All covenants and other agreements of Seller and Buyer contained in this Agreement that by their terms are to be performed after the Closing shall survive until the expiration of all applicable statutes of limitations with respect to the matters covered thereby.