Common use of Survival Date Clause in Contracts

Survival Date. Buyer will not be liable with respect to any claim made pursuant to Section 6.3(a)(i) above for the breach of any representation or warranty contained in Article 3 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 the Seller Shareholder Representative to the Buyer: (i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer) and 3.2 (Authorization of Transaction), as applicable (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Selling Fundamental Representations” and, individually, as a “Selling Fundamental Representation”); and (ii) on or before the first anniversary of the Closing Date with respect to claims arising under any other Sections of Article 3 (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 6.3(c) below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, Buyer shall be required to indemnify any Selling Shareholder for all Losses that any Selling Shareholder may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.

Survival Date. Buyer and/or Parent, as applicable, will not be liable with respect to any claim made pursuant to Section 6.3(a)(i) above for the breach of any representation or warranty contained in Article 3 of this Agreement unless written notice of a possible claim for indemnification accompanied by reasonable particulars thereof specifying the nature of the claim, with respect to such breach is given by the Seller Shareholder Representative Company to the BuyerBuyer as follows: (i) at any time with respect to claims arising under Sections Section 3.1 (Organization of Buyer) and ), Section 3.2 (Authorization of Transaction), as applicable ) and/or Section 3.7 (Buyer) (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Selling Buyer Fundamental Representations” and, individually, as a “Selling Buyer Fundamental Representation”); and; (ii) 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 Sections of Article 3 3; and (such date, with respect to each Section, is referred to herein as its “Survival Date”); it being understood that, iii) notwithstanding the foregoing and subject to the limitations set forth in Section 6.3(c) below), so long as written notice is given on or prior to the applicable Survival Date contained in this Section 6.3(b) with respect to any claim, Buyer and/or Parent, as applicable, shall be required to indemnify any Selling Shareholder Company Party for all Losses that any Selling Shareholder Company Party may suffer with respect to such claim through the date of the claim, the end of the survival period and beyonduntil such claim is finally resolved.