Common use of Continuation and Survival of Representations and Warranties Clause in Contracts

Continuation and Survival of Representations and Warranties. Each of the representations and warranties contained in this Agreement shall be true and correct on and as of the Closing Date and at all times between the execution of this Agreement and the Closing Date with the same force and effect as if made at each of such times, except to the extent, if any, that such representations and warranties shall be affected by transactions contemplated by this Agreement. Except for the representations and warranties set forth in Section 4.3(b) hereof, all such representations and warranties shall survive the consummation of the transactions contemplated by this Agreement for a period of six months following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The representations and warranties set forth in Section 4.3(b) hereof shall survive the consummation of the transactions contemplated by this Agreement for a period of two years following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The provisions of this Article 5 shall not operate to limit or effect the terms and provisions of the Exchange Offer Registration Agreement or the Asset Transfer Registration Agreement. Section 7.1 (e) of the Contribution Agreement shall be amended and restated in its entirety to read as follows:

Continuation and Survival of Representations and Warranties. Each All of the representations and warranties contained of Sellers and Buyer or Parent set forth in this Agreement shall be true and correct on in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) as of the date hereof and as of the Closing Date and at all times between Closing, or in the execution case of this Agreement and the Closing Date with the same force and effect as if made at each of such times, except to the extent, if any, that such representations and warranties made as of a specified date earlier than the Closing, shall be affected have been true and correct in all material respects (if not qualified by transactions contemplated materiality) and in all respects (if qualified by this Agreementmateriality) as of such date. Except for the representations and warranties set forth in Section 4.3(b) hereof, all such All representations and warranties shall survive the consummation of the transactions contemplated by provided for in this Agreement for a period and shall terminate on the 24-month anniversary of six months following the Closing Date irrespective Date; provided, however, (a) in the case of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attentionrepresentations and warranties contained in Section 2.2, 2.3, 2.12, 2.29, 3.1, 3.2, 3.6 and each party shall be entitled to rely upon 4.2 such representations and warranties irrespective shall survive the Closing Date indefinitely; and (b) in the case of any investigations, inquiries or knowledge. The the representations and warranties set forth contained in Section 4.3(b) hereof shall survive the consummation of the transactions contemplated by this Agreement for a period of two years following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention2.15, and each party shall be entitled to rely upon such representations and warranties irrespective shall survive the Closing Date until the later of (i) twenty-four (24) months after the Closing Date or (ii) the 60th day following the expiration of the applicable statutory period of limitations (giving effect to any investigationswaiver, inquiries mitigation or knowledgeextension thereof). The provisions Each representation and warranty contained herein is independent of this Article 5 all other warranties and representations contained herein (whether or not covering an identical or a related subject matter) and must be independently and separately complied with and satisfied. Exceptions or qualifications to any warranties or representations contained in the text thereof or schedules thereto shall not operate be construed as exceptions or qualifications to limit any other warranty or effect representation. Neither the terms period of survival nor the liability of Sellers, on the one hand, or Buyer or Parent, on the other hand, with respect to any representations and provisions of the Exchange Offer Registration warranties made by such party in this Agreement or the Asset Transfer Registration Agreement. Section 7.1 (e) Transaction Documents shall be reduced or barred by any investigation made at any time before or after the Closing by or on behalf of such party. Notwithstanding the survival periods set forth above, if written notice of a Claim or Third Party Claim has been given prior to the expiration of the Contribution Agreement survival period for the applicable representation and warranty by a party in whose favor such representation and warranty has been made to the party that made such representation and warranty, then the relevant representation and warranty shall be amended and restated in its entirety survive as to read as follows:such Claim or Third Party Claim, until such Claim or Third Party Claim has been finally resolved.

Continuation and Survival of Representations and Warranties. Each of the representations and warranties contained in this Agreement shall be true and correct on and as of the Closing Date and at all times between the execution of this Agreement and the Closing Date with the same force and effect as if made at each of such times, except to the extent, if any, that such representations and warranties shall be affected by transactions contemplated by this Agreement. Except for the representations and warranties set forth in Section 4.3(b4.4(b) hereof, all such representations and warranties shall survive the consummation of the transactions contemplated by this Agreement for a period of six months following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The representations and warranties set forth in Section 4.3(b4.4(b) hereof shall survive the consummation of the transactions contemplated by this Agreement for a period of two years following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The provisions of this Article 5 shall not operate to limit or effect the terms and provisions of the Exchange Offer Registration Agreement or the Asset Transfer Registration Agreement. Section 7.1 (e) of the Contribution Agreement shall be amended and restated in its entirety to read as follows:. 20

Continuation and Survival of Representations and Warranties. Each of the (a) The representations and warranties contained hereunder shall survive the consummation of the transaction provided for in this Agreement Agreement, shall be true and correct on and as of the Closing Date and at all times between the execution of this Agreement and the Closing Date with the same continue in full force and effect as if made at each of such timeseffect, except and shall provide the basis for the remedies set forth herein or otherwise available to the extentnon-breaching party. Notwithstanding the foregoing, if any, that such representations and warranties shall be affected by transactions contemplated by this Agreement. Except for the representations and warranties set forth in Section 4.3(b) hereofParagraphs 5 and 6 shall expire on the third anniversary of the Closing, all such except for the representations and warranties shall survive the consummation of the transactions contemplated by this Agreement for a period of six months following the Closing Date irrespective of any investigations or inquiries made by any party or any knowledge which any party may now possess or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The representations and warranties that are set forth in Section 4.3(bsubparagraphs 5(o), 5(p), 5(u) hereof and 5(v) which shall survive the consummation expire upon expiration of the transactions contemplated by this Agreement for applicable statute of limitations, and provided further that there shall be no expiration with respect to Knowing Misrepresentations on the part of Stockholders. Knowing Misrepresentation shall mean any breach of a period representation or warranty that is qualified as to Stockholders' knowledge or any knowing breach of two years following a representation or warranty that is not qualified as to Stockholders' knowledge. (b) Each representation, warranty and covenant contained herein is independent of all other representations, warranties and covenants contained herein (whether or not covering an identical or a related subject matter) and must be independently and separately complied with and satisfied. Exceptions or qualifications to any representations or warranties contained herein shall not be construed as exceptions or qualifications to any other warranty or representation. Buyer and Parent shall use their best efforts to provide the Closing Date irrespective Stockholders or their counsel with the results of any investigations its due diligence investigation prior to the time of Closing. Notwithstanding the foregoing, no representation or inquiries made warranty contained herein shall be deemed to have been waived, affected or impaired by any party investigation made by, or any knowledge which any party may now possess of, Buyer or which may hereafter come to any party's attention, and each party shall be entitled to rely upon such representations and warranties irrespective of any investigations, inquiries or knowledge. The provisions of this Article 5 shall not operate to limit or effect the terms and provisions of the Exchange Offer Registration Agreement or the Asset Transfer Registration AgreementParent. Section 7.1 (e) of the Contribution Agreement shall be amended and restated in its entirety to read as follows: