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 with respect to such breach is given by a Company Party to the Company: (i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer), 3.2 (Authorization of Transaction) and 3.3 (Noncontravention), as applicable (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Company Fundamental Representations” and, individually, as a “Company 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; 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 Company Party for all Losses that any Company Party may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.

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 with respect to such breach is given by a Company Party the Representative to the CompanyBuyer as follows: (i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer), ) and/or 3.2 (Authorization of Transaction) and 3.3 (Noncontravention), as applicable (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Company Buyer Fundamental Representations” and, individually, as a “Company Buyer 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; it being understood that, and (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 with respect to any claim, Buyer shall be required to indemnify any Company Seller Party for all Losses that any Company Seller 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.

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 with respect to such breach is given by a Company Party the Representative to the CompanyBuyer as follows: (i) at any time with respect to claims arising under Sections 3.1 (Organization of Buyer), ) and/or 3.2 (Authorization of Transaction) and 3.3 (Noncontravention), as applicable (the representations and warranties contained in the Sections referenced in this clause (i) are collectively referred to herein as the “Company Seller Fundamental Representations” and, individually, as a “Company Seller 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; it being understood that, and (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 with respect to any claim, Buyer shall be required to indemnify any Company Seller Party for all Losses that any Company Seller 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.