Common use of Survival Date Clause in Contracts

Survival Date. (a) The indemnification obligations of each party (the "Indemnitor") obligated to provide indemnification to the other (the "Indemnitee") under Section 12.1(a)(i) or Section 12.2(a)(i) shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee's delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by the eighteen month anniversary of the Closing. Notwithstanding anything contained herein to the contrary, no indemnified party shall be entitled to indemnification with respect to any claim under Section 12.1(a)(i) or 12.2(a)(i), if such indemnified party has actual knowledge prior to Closing of any circumstance constituting a breach or failure of any such representation or warranty resulting in such claim where such breach would have entitled such indemnified party not to consummate the transactions contemplated by this Agreement at Closing. The indemnification obligations under Sections 12.1(a)(ii) and (iii) and Sections 12.2(a)(ii) and (iii) shall not be limited by time, but shall survive in accordance with the terms of the underlying obligations to which they relate.

Survival Date. (a) The indemnification obligations of each party (the "Indemnitor") obligated to provide indemnification indemnifica- tion to the other (the "Indemnitee") under Section 12.1(a)(i) or Section 12.2(a)(i) shall lapse and become of no further force and effect with respect to all claims not made by Indemnitee's delivery to the Indemnitor of written notice containing details reasonably sufficient to disclose to Indemnitor the nature and scope of the claim by the eighteen month anniversary of the Closing. Notwithstanding anything contained herein to the contrary, no indemnified party shall be entitled to indemnification indemnifica- tion with respect to any claim under Section 12.1(a)(i) or 12.2(a)(i), if such indemnified party has actual knowledge prior to Closing of any circumstance constituting a breach or failure of any such representation or warranty resulting in such claim where such breach would have entitled such indemnified party not to consummate the transactions contemplated by this Agreement at Closing. . (b) The indemnification obligations under Sections 12.1(a)(ii) and (iii) and Sections 12.2(a)(ii) and (iii) shall not be limited by time, but shall survive in accordance with the terms of the underlying obligations to which they relate.