Common use of Survival Date Clause in Contracts

Survival Date. The Parent and the Company will not be liable with respect to any claim made pursuant to Section 4.2.1(a) above for the breach of any representation or warranty contained in Article II of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by an Indemnitee to the Parent: (a) on or before the date which is ninety days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 2.12 (Tax Matters), Sections 2.14.1 through 2.14.4 (Intellectual Property Right) or Section 2.21 (Compliance with Laws, but excluding Section 2.21.1); and (b) on or before the date which is two years after the Closing with respect to claims arising under any other sections of Article II (such date as set forth in clause (a) or (b) of this Section 4.2.2, as applicable, with respect to each applicable Section of Article II is referred to herein as its “Survival Date”); it being understood that, subject to the limitations set forth in Section 4.2.3 below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, the Company and the Parent shall be required to jointly and severally indemnify the Indemnitees for all Losses that the Indemnitees may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.

Survival Date. The Parent and the Company Seller will not be liable with respect to any claim made pursuant to Section 4.2.1(a) 5.2.1 above for the breach of any representation or warranty contained in Article II and/or Article III of this Agreement unless written notice of a possible claim for indemnification with respect to such breach is given by an Indemnitee to the ParentSeller: (a) on or before the date which is ninety days after the expiration of the applicable statute of limitations (including any extension or waivers thereof) with respect to claims arising under Section 2.12 3.12 (Tax Matters), Sections 2.14.1 3.14.1 through 2.14.4 3.14.4 (Intellectual Property RightRights) or Section 2.21 3.21 (Compliance with Laws, but excluding Section 2.21.13.21.1); and (b) on or before the date which is two years after the Closing with respect to claims arising under any other sections Section of Article II or Article III (such date as set forth in clause (a) or (b) of this Section 4.2.25.2.2, as applicable, with respect to each applicable Section of Article II and Article III is referred to herein as its “Survival Date”); it being understood that, subject to the limitations set forth in Section 4.2.3 below, so long as written notice is given on or prior to the applicable Survival Date with respect to any claim, the Company and the Parent Seller shall be required to jointly and severally indemnify the Indemnitees for all Losses that the Indemnitees may suffer with respect to such claim through the date of the claim, the end of the survival period and beyond.