Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Parties contained in this Agreement, and each covenant and agreement herein that contemplates performance prior to the Closing, shall terminate and expire, and shall cease to be of any force or effect, on the date that is thirty (30) days following the date of delivery to Buyers and Summit of the audited consolidated balance sheet and related consolidated statements of income, cash flows and changes in partners’ capital of the Partnership and its Subsidiaries, as of and for the year ended December 31, 2013 and audited by the Partnership’s independent accounting firm (the “Expiration Date”), other than the representations and warranties contained in (i) Section 3.1 (Organization, Etc.), Section 3.2 (Capital Structure), Section 3.3 (Authority; Validity of Agreements), Section 3.12 (Affiliate Transactions), Section 3.21 (Brokers and Finders; Transaction Expenses), Section 4.1 (Organization, Etc.), Section 4.2(a) (Authority; Validity of Agreements), Section 4.3 (Ownership), Section 4.6 (Brokers and Finders), Section 5.1 (Organization, Etc.), Section 5.2(a) (Authority; Validity of Agreements), and Section 5.8 (Brokers and Finders) (collectively, the “Fundamental Representations”), which shall survive indefinitely, and (ii) Section 3.16 (Taxes), which shall survive until ninety (90) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein. Each covenant or other agreement herein that contemplates performance at or following the Closing shall survive the Closing hereunder until performed in accordance with its terms. No claim for indemnification hereunder for breach of any representation or warranty may be first made after the expiration of any survival period applicable to such representation or warranty. For the avoidance of doubt, if any Claims Notice is given in good faith in accordance with the terms of Section 8.4 within the applicable survival period provided above, the claims specifically set forth in the Claims Notice shall survive until such time as such claim is finally resolved and the full amount of such Losses that are payable or indemnifiable with respect to such Claims Notice have been paid in accordance with this Article VIII.
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. 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. 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. 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 in the Target Closing Certificate shall expire on the date 455 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 Shareholders’ Agent a notice stating the existence of an inaccuracy in any of the representations and warranties made by Target 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 9.2 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 5 and 6) 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. The covenants set forth in this Agreement 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. This Section 12.1 shall not limit any covenant or agreement of the parties that by its terms contemplates performance after the Closing Date. All of the representations and warranties of Seller set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 p.m. (Virginia time) eighteen (18) months after the Closing Date, and all liability with respect to such representations and warranties shall thereupon be extinguished, provided that the representations and warranties of Seller set -------- forth in (a) Section 4.13 shall continue in full force and effect until 30 days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, and (b) Section 4.15 shall survive until the third anniversary of the Closing Date.
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. (a) All representations and warranties hereunder shall survive the Closing for a period of one (1) year thereafter. All agreements and covenants contained herein shall survive indefinitely until, by their respective terms, they are no longer operative.
(b) For a period of six (6) months following the first twelve (12) months after the Closing Date, the parties will cooperate in good faith to settle any unresolved specific indemnification claim set forth in a Claim Notice duly delivered in accordance with Section 4.6. Notwithstanding the foregoing, Seller acknowledges that it will continue to be obligated after such six-month period to settle any unresolved indemnification claim set forth in a Claim Notice duly delivered in accordance with Section 4.6.
Expiration of Representations, Warranties and Covenants. (a) All of the representations and warranties of Sellers except the Fundamental Representations and the Tax Representations set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect at 10:00 a.m. (New York time) upon the last day of the Claim Period, and all Liability of Sellers and Purchaser with respect to such representations and warranties shall thereupon be extinguished.
(b) The Tax Representations shall terminate and expire 60 days after expiration of the applicable statute of limitations taking into account any tolling periods and other extensions.
(c) The representations and warranties in Sections 3.3, 3.5, 3.6 and 3.7 shall survive until the third anniversary of the Closing Date.
(d) The representations and warranties in Sections 3.1, 3.2 and 3.4 shall survive indefinitely.
(e) Covenants contemplating or involving actions to be taken, or obligations in effect, after Closing, will survive the Closing and will continue in full force and effect after the Closing in accordance with their terms.
(f) If either party hereto delivers a Claim Notice based on a breach of or misrepresentation concerning a representation or warranty, then the applicable representation or warranty will survive until, but only for purposes of, the resolution of the matter covered by such notice.
