Company and Seller Representations and Warranties. True as of ------------------------------------------------------------ Closing. The representations and warranties of the Company and Seller contained ------- in this Agreement shall be true and correct at Closing with the same force and effect as if such representations and warranties had been made on and as of the date of Closing and the Company and Seller shall have performed all covenants and obligations of the Seller required to be performed prior to or at Closing.
Company and Seller Representations and Warranties. The representations and warranties of the Company and Seller set forth in this Agreement shall survive until 11:59 p.m. (Pacific time) on the date that is 12 months following the Agreement Date; provided, however, that (i) Fraud with respect to a representation or warranty and the Fundamental Representations (other than those representations and warranties in Section 3.7) shall survive the Closing and continue in full force and effect until 11:59 pm (Pacific time) on the date that is six years following the Agreement Date and (ii) representations and warranties of the Company and Seller set forth in Section 3.7 shall survive the Closing and continue in full force and effect until 11:59 pm (Pacific time) on the date that is 60 days after the applicable statute of limitations expires; provided, further, that all representations and warranties of the Company and Seller shall survive beyond the Expiration Date with respect to any inaccuracy therein or breach thereof if a written Indemnification Claim Notice with respect to such indemnification claim is delivered in accordance with Section 6.4 below prior to the Expiration Date of such representation and warranty, in which case such representation and warranty shall survive as to such claim only until such claim has been fully and finally resolved in accordance with this Agreement. The date on which a representation or warranty expires is referred to as the “Expiration Date.” For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties under applicable Law. The expiration of any representation and warranty of the Company and Seller shall not affect any indemnification claim for breaches of representations or warranties of the Company and Seller with respect to the matters set forth in a corresponding written Indemnification Claim Notice if a written Indemnification Claim Notice with respect to such indemnification claim is delivered in accordance with Section 6.4 below prior to the Expiration Date of such representation and warranty.
