Common use of Survival Date Clause in Contracts

Survival Date. The Seller shall not be liable with respect to any claim made pursuant to Section 5.2.1, unless written notice of a possible claim for indemnification with respect to such breach is given by a Purchaser Indemnitee to the Seller: (a) on or before the date which is ninety (90) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims as a result of breach of any representation or warranty made in Section 3.8 (Tax Matters) or arising under Section 5.2.1(c); (b) at any time with respect to claims as a result of breach of any Seller Fundamental Representation or Company Fundamental Representation; (c) on or before the date which is five (5) years after the Closing with respect to claims as a result of breach of any representation or warranty made in any other Section of Article II or Article III; (d) indefinitely with respect to any covenant made under Article VII; and (e) on or before two (2) years after the date that performance of such covenant or agreement is contemplated, with respect to claims arising under Section 5.2.1(b) (such date as set forth in clauses (a), (b), (c) or (d) of this Section 5.2.2, as applicable, is referred to herein as its “Survival Date”). provided that, any claim arising as a result of breach of any representation or warranty made in Article II or Article III which (or the delay in discovery of which) is the consequence of fraud, or willful or intentional breach by the Seller or any current or former director or officer of any Group Company, shall terminate only upon the expiration of the statutory limitation period under the Laws of the applicable jurisdiction. It being understood that, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, such claim shall survive until it is resolved in accordance with this Article V.

Survival Date. The Seller shall not be liable with respect to any claim made pursuant to Section 5.2.1, unless written notice of a possible claim for indemnification with respect to such breach is given by a Purchaser Indemnitee to the Seller: (a) on or before the date which is ninety (90) days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims as a result of breach of any representation or warranty made in Section 3.8 (Tax Matters) or arising under Section 5.2.1(c) or 5.2.1(d); (b) at any time with respect to claims as a result of breach of any Seller Fundamental Representation or Company Fundamental Representation; (c) on or before the date which is five (5) years after the Closing with respect to claims as a result of breach of any representation or warranty made in any other Section of Article II or Article III; (d) indefinitely with respect to any covenant made under Article VII; and (e) on or before two (2) years after the date that performance of such covenant or agreement is contemplated, with respect to claims arising under Section 5.2.1(b) (such date as set forth in clauses (a), (b), (c) or (d) of this Section 5.2.2, as applicable, is referred to herein as its “Survival Date”). provided that, any claim arising as a result of breach of any representation or warranty made in Article II or Article III which (or the delay in discovery of which) is the consequence of fraud, or willful or intentional breach by the Seller or any current or former director or officer of any Group Company, shall terminate only upon the expiration of the statutory limitation period under the Laws of the applicable jurisdiction. It being understood that, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, such claim shall survive until it is resolved in accordance with this Article V.