Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Parties contained in this Agreement made at the Closing Date shall survive the Closing and shall terminate and expire, and shall cease to be of any force or effect, on the date that is the twelve (12) month anniversary of the Closing Date, other than (a) the representations and warranties contained in Section 4.1 (Organization), Section 4.2(a) (Authority), Section 4.3 (Title), Section 4.6 (Brokers and Finders), Section 5.1 (Organization, Etc.), Section 5.2 (Capital Structure), Section 5.3 (Authority; Validity of Agreements), Section 5.5 (No Conflicts), Section 5.17 (Taxes.), Section 5.21 (Net Working Capital) and Section 5.23 (Brokers and Finders) (collectively, the “Fundamental Representations”), (b) Section 4.4 (Compliance with Law) and Section 5.14 (Compliance with Law; Government Regulation) (collectively, the “Compliance with Law Representation”) and (c) Section 6.1 (Organization), Section 6.2(a) (Authority) and Section 6.7 (Brokers and Finders) (collectively, the “Buyer Fundamental Representations”), which Fundamental Representations and Buyer Fundamental Representations shall survive the Closing hereunder and shall continue in full force and effect until the date that is sixty (60) days following the expiration of the applicable statute of limitations and which Compliance with Law Representation shall survive the Closing hereunder and shall continue in full force and effect until the six (6) year anniversary of the Closing Date. Each covenant or other agreement herein shall survive the Closing hereunder until performed in accordance with its terms. Notwithstanding the foregoing, if a claim for indemnification under this Article VIII is delivered pursuant to Section 8.4 within the applicable survival period set forth above, such survival period shall be extended until such time as such claim is fully and finally resolved.
Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Seller set forth in this Agreement and the other Transaction Documents shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern U.S. time) on the date that is two (2) years after the Closing Date (except with respect to the representations and warranties contained in Section 5.19, which shall survive until the applicable statute of limitations expires), and all liability with respect to such representations and warranties shall thereupon be extinguished, except to the extent that notice of an alleged breach of such representations or warranties has been provided to the Seller by the Purchaser before such date; provided, that claims by the Purchaser Indemnitees for indemnification pursuant to Section 10.6(c)(i) due to the breach or inaccuracy of any representation and warranty as of the Effective Date or the Closing Date by the Seller in Sections 5.1, 5.2 and 5.3(a) shall not be subject to any such limitation. All of the representations and warranties of the Purchaser set forth in this Agreement and the other Transaction Documents shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern U.S. time) on the date that is two (2) years after the Closing Date, and all liability with respect to such representations and warranties shall thereupon be extinguished, except to the extent that notice of an alleged breach of such representations or warranties has been provided to the Purchaser by the Seller before such date; provided, that claims by the Seller Indemnitees for indemnification pursuant to Section 10.6(a)(i) due to the breach or inaccuracy of any representation and warranty as of the Effective Date or the Closing Date by the Purchaser in Sections 6.1, 6.2 and 6.3(a) shall not be subject to any such limitation. No claim or cause of action arising out of the inaccuracy or breach of any representation or warranty may be made following the termination of the applicable survival period referred to in this Section 10.5.
Expiration of Representations, Warranties and Covenants. Except for the covenants set forth in Sections 5 and 6 above, all covenants, representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect two (2) years after the Closing Date, and all liability of the parties hereto with respect to such covenants shall thereupon be extinguished.
Expiration of Representations, Warranties and Covenants. All covenants, representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, on and after the second anniversary of the Closing Date.
Expiration of Representations, Warranties and Covenants. The covenants set forth in Section 5 shall terminate and expire, and shall cease to be of any force or effect, on the Closing Date, and all liability of the Parties hereto with respect to such covenants shall thereupon be extinguished; provided, however, that the covenants contained in Sections 5.3(b) (payment for preparation of Audited Financial Statements), 5.6(b) (other filings), 5.9 (Satisfaction of Guarantees) and 5.10 (Employee Benefits) shall survive the Closing and continue to be binding and of full force and effect on the Parties making such covenants. All other covenants and agreements contained in, arising from, incident to, or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party hereto expire on a specific date by the terms hereof. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 12:00 p.m. (Seattle time) on the eighteenth (18th) month anniversary of the Closing Date, and all liability of any Party with respect to such representations and warranties shall thereupon be extinguished; provided, however, that the representations and warranties set forth in Sections 3.1 (Organization, Qualification, and Status), 3.3 (Capitalization), 3.6 (Authority of Shareholders), 3.4 (Ownership of Shares) and 3.7 (No Violation) shall survive the Closing through the twenty fourth (24th) month anniversary of the Closing; provided further, however, that, if prior to the applicable expiration date of a representation and warranty, Purchaser shall have duly delivered a Claim Notice to such Shareholder in conformity with all of the applicable procedures set forth in Section 9.6, then the specific indemnification claim set forth in such Claim Notice shall survive such date (and shall not be extinguished thereby).
Expiration of Representations, Warranties and Covenants. Except for the covenants set forth in Section 6.2(b) (sales taxes), the covenants set forth in Article 6 shall terminate and expire, and shall cease to be of any force or effect, on the Closing Date, and all liability of the parties hereto with respect to such covenants shall thereupon be extinguished. Except as set forth in the immediately preceding sentence, all of the representations, warranties, covenants and obligations of the Company and the Purchaser set forth in this Agreement and any of the Acquisition Documents shall terminate and expire, and shall cease to be of any force or effect, at 2:00 p.m. (California time) on the first anniversary of the Closing Date, and all liability of the Company or the Purchaser with respect thereto (including their respective obligations under Section 10.1 or Section 10.2, as the case may be) shall thereupon be extinguished; provided, that if, prior to such first anniversary, either party shall have duly delivered a Claim Notice in conformity with all of the applicable procedures set forth in Section 10.8, then the specific indemnification claim set forth in such Claim Notice shall survive such first anniversary (and shall not be extinguished thereby).
Expiration of Representations, Warranties and Covenants. All representations and warranties made by Target in this Agreement or, if applicable, in the Target Closing Certificate, shall expire on the date 365 days after the Closing Date (the "Representation Termination Date"); provided, however, that if at any time prior to the Representation Termination Date, Acquiror delivers to the Stockholders’ Agent a notice stating the existence of an inaccuracy in any of the representations and warranties made by Target or in the Target Closing Certificate or the CFO Certificate or a breach of a covenant made by Target (and setting forth in reasonable detail the basis for Acquiror’s determination that such an inaccuracy or breach exists and the amount of the Damages incurred by Acquiror as a result of such inaccuracy or breach) and asserting a claim for recovery under this Section 8.2 based on such inaccuracy or breach, then the claim asserted in such notice shall survive the Representation Termination Date until such time as such claim is fully and finally resolved. All obligations of the parties under the covenants contained herein (including the covenants set forth in Sections 4 and 5) shall expire at the Effective Time, except to the extent that any such covenant expressly specifies that it is to be (or is otherwise required by this Agreement to be) performed after the Effective Time; provided, however, that notwithstanding the expiration of the parties’ obligations under such covenants, claims for breaches of any covenants of Target prior to their expiration may be brought after the Effective Time and until the Representation Termination Date.
Expiration of Representations, Warranties and Covenants. All representations, warranties, covenants and indemnities of the Parties contained herein, and any certificate delivered hereunder, to the extent that such certificate relates to such representations and warranties concerning the Assets, shall survive for a period of two years after the Closing Date, except that (a) the covenants set forth in Sections 8, 9(a), 9(g) and 10 shall expire at Closing and (b) the representations, warranties, covenants and indemnities set forth in Section 13(c) with respect to the Excluded Assets and the Retained Liabilities, the obligation set forth in Section 5(g)(vii), and the obligations contained in Sections 9(b), (c), (h), (i) and (j) shall survive indefinitely (the covenants and other agreements which shall survive the Closing being referred to as the “Surviving Covenants”).
Expiration of Representations, Warranties and Covenants. Each representation, warranty, covenant and other agreement contained in this Agreement shall survive the Closing, provided, however, that all of the representations and warranties of the Parties contained in this Agreement shall terminate and expire, and shall cease to be of any force or effect, on the date that is twelve (12) months following the Closing Date (except to the extent a claim for indemnification has been made prior to such time for any breach thereof, in which event the representation or warranty and the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved); provided, that the representations and warranties contained in Section 3.1 (Organization, Etc.), 3.2 (Authority; No Violations), Section 3.3 (Title), Section 3.6 (Brokers and Finders), Section 4.1 (Organization, Etc.), Section 4.2 (Capital Structure), Section 4.8 (Assets), Section 4.14(a) (Company Funds), Section 4.14(c) (Company Funds), Section 4.16 (Taxes), Section 4.22 (Brokers and Finders), Section 5.1 (Organization), Section 5.2 (Authority; No Violations) and Section 5.7 (Brokers and Finders) (the “Fundamental Representations”), shall survive until December 20, 2019, except to the extent a claim for indemnification has been made prior to such time for any breach thereof, in which event the representation or warranty and the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved.
Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Trustee, on behalf of the ESOP, and the Company set forth in this Agreement and the other Transaction Documents shall terminate and expire, and shall cease to be of any force or effect, at 5:00 p.m. Eastern Time on the date that is eighteen (18) months after the Closing Date, and all liability with respect to such representations and warranties shall thereupon be extinguished, except if proper written notice of a claim for an alleged breach of such representations or warranties has been provided to the ESOP by Purchaser before such date, then such claim shall survive until it has been finally resolved. The covenants, agreements and obligations of the parties set forth in this Agreement and the other Transaction Documents to be performed after the Closing shall survive until performed. The covenants, agreements and obligations of the parties set forth in this Agreement and the other Transaction Documents which do not by their terms contemplate actions or impose obligations following the Closing shall terminate and expire, and shall cease to be of any force and effect, at 5:00 p.m. Eastern Time on the Closing Date.
