Common use of Survival Date Clause in Contracts

Survival Date. The Selling Shareholders will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, is given by a Buyer Party to the Seller Shareholder Representative: (i) on or before the date which is 90 days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Sections 2.16 (Compliance with Laws) and/or 2.8(Tax Matters); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate Power), 2.2 (Capitalization), 2.3 (Company Subsidiaries; Investments), and/or 2.4 (Authorization; No Breach) as applicable (the representations and warranties contained in the Sections referenced in the clause (i) and clause (ii) in this Section 6.2(b) are collectively referred to herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); and (iii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 (such date, with respect to each Section, is referred to herein as its “Survival Date”).

Survival Date. The Selling Shareholders Neither the Company nor the Seller Member will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, indemnification with respect to such breach is given by a Buyer Party to the Company or the Seller Shareholder Representative:Member as applicable, as follows (such date, with respect to each Section, is referred to herein as its “Survival Date”): (i) on or before the date which is 90 thirty (30) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Sections 2.15 (Employee Benefits), 2.16 (Compliance with Laws) and/or 2.8(Tax 2.21 (Environmental and Safety Matters); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate PowerPower and Licenses of the Company), 2.2 (CapitalizationCapitalization and Related Matters), 2.3 (Company Subsidiaries; Investments), and/or 2.4 (Authorization; No Breach) ), 2.8 (Tax Matters), 2.14 (Employees), and 2.10 (Intellectual Property Rights), as applicable (the representations and warranties contained in the Sections referenced in the this clause (iii) and clause (ii) in this Section 6.2(bi) are collectively referred to herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); and; (iii) on or before the second anniversary of the Closing Date with respect to claims arising under Sections 2.4(b) (No Breach), 2.18(b) (Certain Customer Contracts) or 2.19 (Warranties); (iv) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 2; and (such datev) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c) below, so long as written notice is given on or prior to the applicable Survival Date with respect to each Sectionany claim, the Company and the Seller Members shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim until such claim is referred to herein as its “Survival Date”)finally resolved.

Survival Date. The Selling Neither the Company nor the Shareholders will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, indemnification with respect to such breach is given by a Buyer Party to the Seller Shareholder Representative:Company as follows (such date, with respect to each Section, is referred to herein as its “Survival Date”): (i) on or before the date which is 90 thirty (30) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Sections Section 2.8 (Tax Matters) or Section 2.16 (Compliance with Laws) and/or 2.8(Tax Matters); (ii) at any time with respect to claims arising under Sections Section 2.1 (Organization; Corporate PowerPower and Licenses of the Company), 2.2 (Capitalization), Section 2.3 (Company Subsidiaries; Investments), and/or and Section 2.4 (Authorization; No Breach) as applicable ), (the representations and warranties contained in the Sections referenced in the clause (i) and this clause (ii) in this and Section 6.2(b2.8 (Tax Matters) and Section 2.16 (Compliance with Laws) are collectively referred to herein as the “Buyer Company Fundamental Representations” and, individually, as a “Buyer Company Fundamental Representation”); and; (iii) on or before the first anniversary of date that is eighteen (18) calendar months from the Closing Date with respect to claims arising under any other Section of Article 2 2; and (such dateiv) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c), so long as written notice is given on or prior to the applicable Survival Date contained in this Section 6.2(b) with respect to each Sectionany claim, the Company and the Shareholders shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim until such claim is referred to herein as its “Survival Date”)finally resolved.

Survival Date. The Selling Shareholders Neither the Company nor the Seller Stockholder will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement or in any other Transaction Document unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, indemnification with respect to such breach is given by a Buyer Party to the Company or the Seller Shareholder Representative:Stockholder as applicable, as follows (such date, with respect to each Section, is referred to herein as its “Survival Date”): (i) on or before the date which is 90 thirty (30) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Sections 2.16 2.8 (Compliance with LawsTax Matters) and/or 2.8(Tax Mattersand 2.15 (Employee Benefits); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate PowerPower and Licenses of the Company), 2.2 (CapitalizationCapitalization and Related Matters), Section 2.3 (Company No Subsidiaries; Investments), and/or 2.4 2.4(a) (Authorization; No Breach) ), and, as applicable (the representations and warranties contained in the Sections referenced in the clause (ib)(i) and this clause (ii) in this Section 6.2(bb)(ii) are collectively referred to herein as the “Buyer Seller Fundamental Representations” and, individually, as a “Buyer Seller Fundamental Representation”); and; (iii) on or before the second anniversary of the Closing Date with respect to claims arising under Sections 2.4(b) (No Breach), 2.10 (Intellectual Property Rights), 2.14 (Employees), 2.16 (Compliance with Laws) or 2.18(b) (Certain Customer Contracts) or 2.19 (Warranties); (iv) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 2; and (such datev) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c) below, so long as written notice is given on or prior to the applicable Survival Date with respect to each Sectionany claim, the Company and the Seller Stockholder shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim until such claim is referred to herein as its “Survival Date”)finally resolved.

Survival Date. The Selling Seller Shareholders will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above (and related Losses arising under Section 6.2(a)(iv)) for the breach of any representation or warranty contained in Article 2 of this Agreement or in any other Transaction Document unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, indemnification with respect to such breach is given by a Buyer Party to the Major Seller Shareholder RepresentativeShareholder: (i) on or before the date which is 90 days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Sections 2.16 2.8 (Compliance with LawsTax) and/or 2.8(Tax Mattersand 2.15 (ERISA); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate Power), 2.2 (Capitalization), 2.3 (Company Subsidiaries; Investments), and/or or 2.4 (Authorization; No Breach) ), as applicable (the representations and warranties contained in the Sections referenced in the clause (i) above and this clause (ii) in this Section 6.2(b) are collectively referred to herein as the “Buyer Seller Fundamental Representations” and, individually, as a “Buyer Seller Fundamental Representation”); and (iii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 (such date, with respect to each Section, is referred to herein as its “Survival Date”); it being understood that, subject to the limitations set forth in Section 6.2(c) below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, the Buyer Party may continue to seek indemnification from the Seller Shareholder under this Article 6 for all Losses that any Buyer Party may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.

Survival Date. The Selling Shareholders Neither the Company nor the Seller Members will not be liable with respect to any claim made pursuant to Section 6.2(a)(i) above for the breach of any representation or warranty contained in Article 2 of this Agreement unless written notice of a possible claim for indemnification, accompanied by reasonable particulars thereof specifying the nature of the claim, indemnification with respect to such breach is given by a Buyer Party to the Seller Shareholder Representative:Company as follows (such date, with respect to each Section, is referred to herein as its “Survival Date”): (i) on or before the date which is 90 thirty (30) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Sections 2.8 (Tax Matters), 2.15 (Employee Benefits), 2.16 (Compliance with Laws) and/or 2.8(Tax 2.21 (Environmental and Safety Matters); (ii) at any time with respect to claims arising under Sections 2.1 (Organization; Corporate Power), 2.2 (CapitalizationPower and Licenses of the Company), 2.3 (Company Subsidiaries; Investments), and/or 2.4 (Authorization; No Breach), 2.10 (Intellectual Property Rights), and 2.14(c) (Classification of Employees), as applicable (the representations and warranties contained in Section 2.8 (Tax Matters) and the Sections referenced in the clause (i) and this clause (ii) in this Section 6.2(b) are collectively referred to herein as the “Buyer Fundamental Representations” and, individually, as a “Buyer Fundamental Representation”); and; (iii) on or before the second anniversary of the Closing Date with respect to claims arising under Sections 2.2 (Capitalization and Related Matters), 2.4(b) (No Breach), 2.18(b) (Certain Customer Contracts) or 2.19 (Warranties); (iv) on or before the first anniversary of the Closing Date with respect to claims arising under any other Section of Article 2 2; and (such datev) notwithstanding the foregoing and subject to the limitations set forth in Section 6.2(c) below, so long as written notice is given on or prior to the applicable Survival Date contained in this Section 6.2(b) with respect to each Sectionany claim, the Company and the Seller Members shall be required to indemnify any Buyer Party for all Losses that any Buyer Party may suffer with respect to such claim until such claim is referred to herein as its “Survival Date”)finally resolved.