Common use of Certain Limitations on Remedies Clause in Contracts

Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second (2nd) anniversary of the Closing Date, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.8(a), 5.13, 5.23 and 5.31 shall survive until thirty (30) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), and the latest date by law that any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of law. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 10.

Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second (2nd) anniversary expiration of the Closing DateEarn-Out Period, except the warranties and representations contained in (i) Sections 5.16.3, 5.2, 5.3, 5.4, 5.7, 5.8(a6.6(a), 5.13, 5.23 6.11 and 5.31 6.20 shall survive until thirty (30) days after for the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), and the latest date by law that any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of law. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 9 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 109.

Certain Limitations on Remedies. (a) All representations and warranties of the parties Parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second for twelve (2nd12) anniversary of months after the Closing Date, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.8(a), 5.13, 5.23 5.12 and 5.31 5.22 shall survive until the earliest of (i) thirty (30) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), (ii) the final payment of any Contingent Merger Consideration, and the latest date by law that any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of law. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive iii) thirty (30) months after the Closing and remain in effect indefinitelyDate. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 IX has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 10IX.

Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second (2nd) anniversary of the Closing DateJune 30, 2014, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, 5.4and 5.4 shall survive indefinitely, 5.7(ii) Sections 5.18, 5.8(a5.19, and 5.21 (other than Section 5.21(a), 5.13, 5.23 and 5.31 ) shall survive until thirty the third anniversary of the Closing Date, and (30iii) Sections 5.21(a) and 5.25, and any claim based on intentional breach or fraudulent misrepresentation, shall survive until sixty (60) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), and the latest date by law that any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of law. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 ARTICLE 9 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 10ARTICLE 9.

Certain Limitations on Remedies. (a) All The representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second (2nd) anniversary of the Closing Expiration Date, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, 5.4, 5.7, 5.8(a), 5.13, 5.23 the matters referenced in Section 10.1(a)(ii) through (x) and 5.31 the representations and warranties set forth in Article 5 shall survive until thirty (30) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), and (ii) the latest date by law that representations and warranties contained in Section 4.22 (Taxes) shall survive until thirty (30) days after the expiration of all applicable statutes of limitations (including any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of lawamendments extending said statutes) (and not less than six (6) years). Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and The covenants contained in this Agreement and in any the Transaction Documents will shall survive the Closing and remain in effect indefinitelyuntil fully performed. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 has been timely given prior to the expiration of the representation and warranty representation, warranty, or covenant upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 10.

Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second twenty-four (2nd24) month anniversary of the Closing Date, except the warranties and representations contained in (i) Sections 5.14.1, 5.24.2, 5.34.3, 5.44.4 and 4.7(a) shall survive indefinitely, 5.7(ii) Sections 4.17 and 4.19 shall survive until the seventh anniversary of the Closing Date, 5.8(a), 5.13, 5.23 and 5.31 (iii) Section 4.22 shall survive until thirty (30) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), and the latest date by law that any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of law. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 10.

Certain Limitations on Remedies. (a) All representations and warranties of the parties hereto contained in or arising out of this Agreement or otherwise in connection herewith shall survive the Closing hereunder and shall continue in full force and effect thereafter until the second later of (2ndx) anniversary May 31, 2014 and (y) thirtieth (30th) day following the finalization of the Closing Dateaudit of the financial statements of Purchaser for the fiscal year ending December 31, 2013, except the warranties and representations contained in (i) Sections 5.1, 5.2, 5.3, 5.45.5 and 5.6 shall survive indefinitely, 5.7, 5.8(a), 5.13, 5.23 and 5.31 (ii) Section 5.18 shall survive until thirty the seventh anniversary of the Closing Date, (30iii) Sections 5.16, 5.20 and 5.25 shall survive until sixty (60) days after the longer of the expiration of all applicable statutes of limitations (including any amendments extending said statutes), ) and the latest date by law that (iv) any Person could bring a claim related to matters described by such sections of this Agreement, as a matter of lawbased on intentional breach or misrepresentation shall survive indefinitely. Unless a specified period is set forth in this Agreement or in a Transaction Document (in which event such specified period will control), all agreements and covenants contained in this Agreement and in any Transaction Documents will survive the Closing and remain in effect indefinitely. Notwithstanding anything herein to the contrary, indemnification for any claim for which written notice as provided in this Article 10 9 has been timely given prior to the expiration of the representation and warranty upon which such claim is based as provided herein shall not expire, and such claim for indemnification may be pursued, until the final resolution of such claim in accordance with the provisions of this Article 109.