Common use of Expiration of Representations and Warranties Clause in Contracts

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing Date; provided, however, that: (a) the representations and warranties set forth in Section 2.8, Section 2.13 and Section 2.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; and (b) the representations and warranties set forth in Section 2.1(a), Section 2.1(d), Section 2.2, Section 2.10(c), Section 2.25, Section 3.1, Section 3.2, Section 3.3, Section 3.8, Section 3.9 and Section 3.10 shall survive indefinitely (each of the sections referred to in clause (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after first anniversary of the Closing Date; provided, however, that: that (a) the representations and warranties set forth stated in Section 2.8, Section 2.13 3.7 and Section 2.17 3.12 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; period and (b) the representations and warranties set forth stated in Section 2.1(a)2.1, Section 2.1(d)2.3, Section 2.2, Section 2.10(c), Section 2.252.4, Section 3.1, Section 3.2, the first sentence of Section 3.33.9(b), Section 3.83.21, Section 3.9 3.22, Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 3.10 4.7 shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) required to be have been performed prior to Closing, the Closing shall survive for a period of one year after the Closing until the two (2) month anniversary thereof, Date. All covenants and (ii) agreements required to be performed following the Closing (including the covenant to indemnify pursuant to Article VIII) shall survive until fully performedperformed pursuant to their terms. Notwithstanding the foregoing, all claims (and matters relating thereto) made in writing prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that which is eighteen (18) *** months after the Closing Date; provided, however, that: that (a) the representations and warranties set forth stated in Section 2.83.8, Section 2.13 3.13 and Section 2.17 3.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; period and (b) the representations and warranties set forth stated in Section 2.1(a), Section 2.1(d)2.1, Section 2.2, Section 2.10(c)2.4, Section 2.252.5, Section 3.1, Section 3.2, Section 3.3, Section 3.83.10(c), Section 3.9 3.23, Section 4.1, Section 4.2 and Section 3.10 4.4 shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional RepRepresentation”). All covenants indemnification obligations under Section 7.1 and agreements Section 7.2 (iother than Section 7.1(a) to be performed prior to Closing, and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performedindefinitely. Notwithstanding the foregoing, all claims (and matters relating thereto) made in writing prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing Date; provided, however, that: (a) the representations and warranties set forth in Section 2.8, Section 2.13 and Section 2.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; and (b) the representations and warranties set forth in Section 2.1(a), Section 2.1(d)2.1, Section 2.2, Section 2.10(c), Section 2.252.11, Section 2.27, Section 3.1, Section 3.2, Section 3.3, Section 3.8, Section 3.9 and Section 3.10 3.5 shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereofindefinitely or, and (ii) to be performed following the Closing shall survive if earlier, until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that which is eighteen twenty-four (1824) months after the Closing Date; provided, however, that: that (a) the representations and warranties set forth stated in Section 2.83.8, Section 2.13 3.13 and Section 2.17 3.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; period and (b) the representations and warranties set forth stated in Section 2.1(a)2.1, Section 2.1(d)2.3, Section 2.22.4, Section 2.10(c), Section 2.252.5, Section 3.1, Section 3.2, Section 3.3, Section 3.83.10(c), Section 3.9 3.11, Section 3.21, Section 3.22, Section 4.1, Section 4.2 and Section 3.10 4.4 shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants indemnification obligations under Section 7.1 and agreements Section 7.2 (iother than Section 7.1(a) to be performed prior to Closing, and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performedindefinitely. Notwithstanding the foregoing, all claims (and matters relating thereto) made in writing prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen twelve (1812) months after the Closing Date; provided, however, that: (a) the representations and warranties set forth in Section 2.8, Section 2.13 2.14 and Section 2.17 2.18 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; and (b) the representations and warranties set forth in Section 2.1(a), Section 2.1(d)2.1, Section 2.2, Section 2.10(c)2.4, Section 2.252.9, Section 2.26, Section 3.1, Section 3.2, Section 3.3, Section 3.8, Section 3.9 3.4 and Section 3.10 3.5, shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive indefinitely or until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that which is eighteen twenty-four (1824) months after the Closing Date; provided, however, that: that (a) the representations and warranties set forth stated in Section 2.83.8, Section 2.13 3.13 and Section 2.17 3.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; period and (b) the representations and warranties set forth stated in Section 2.1(a)2.1, Section 2.1(d)2.4, Section 2.22.5, Section 2.10(c), Section 2.252.6, Section 3.1, Section 3.2, Section 3.3, Section 3.83.10(c), Section 3.9 3.11, Section 3.21, Section 3.22, Section 4.1, Section 4.2 and Section 3.10 4.4 shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants indemnification obligations under Section 7.1 and agreements Section 7.2 (iother than Section 7.1(a) to be performed prior to Closing, and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performedindefinitely. Notwithstanding the foregoing, all claims (and matters relating thereto) made in writing prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.

Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that which is eighteen (18) months after the Closing Date; provided, however, that: that (a) the representations and warranties set forth stated in Section 2.83.8 (Taxes), Section 2.13 3.13 (Employee Benefits) and Section 2.17 3.17 (Environmental Matters) shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; period and (b) the representations and warranties set forth stated in Section 2.1(a2.1 (Organization), Section 2.1(d2.2 (Authorization and Enforceability), Section 2.2, Section 2.10(c2.4 (The Shares), Section 2.252.5 (Brokers Fees), Section 3.13.1 (Organization and Related Matters), Section 3.23.3 (Capitalization), Section 3.33.10(c) (Title), Section 3.83.25 (Related Party Transactions), Section 3.9 3.26 (Brokers Fees), Section 4.1 (Organization), Section 4.2 (Authorization and Enforceability) and Section 3.10 4.4 (Brokers Fees) shall survive indefinitely (each of the sections referred to in clause (a) and (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made in writing prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.. All covenants and agreements shall survive the Closing indefinitely. 60

Expiration of Representations and Warranties. All The respective representations and warranties of Sellers and Buyer contained herein or in this Agreement any certificate or other document delivered prior to or on the Closing Date shall survive the Closing, as follows: (a) the representations and warranties as to the matters set forth in Sections 3.1(a), 3.1(b), 3.1(f)(i) and 3.1(f)(ii) and Sections 3.2(a), 3.2(b), 3.2(e), 3.2(f) and 3.2(g) shall survive indefinitely, (b) the representations and warranties as to the matters set forth in Sections 3.1(m) and 3.1(p) shall survive until 45 days after expiration of the applicable statute of limitations, (c) the representations and warranties as to the matters set forth in Section 3.1(n) shall survive until three (3) years after the Closing Date, (d) all other representations and warranties set forth in Section 3.1 shall survive until the date that is eighteen (18) months after the Closing Date (the “Expiration Date; provided”), however, that: and (ae) the all other representations and warranties set forth in Section 2.8, Section 2.13 and Section 2.17 3.2 shall survive until the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; and (b) the Expiration Date. The representations and warranties set forth in Section 2.1(a), Section 2.1(d), Section 2.2, Section 2.10(c), Section 2.25, Section 3.1, Section 3.2, Section 3.3, Section 3.8, Section 3.9 and Section 3.10 shall survive indefinitely (each of the sections referred to in clause (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a ) above may be referred to herein as “Transactional RepFundamental Representations”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.