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. Acquiror’s right to indemnification pursuant to Section 9.2 will expire on the date eighteen (18) months after the Closing Date (the “Initial Claim Termination Date”); provided, however, that Acquiror’s right to indemnification pursuant to Sections 9.2(b)(iii) and 9.2(b)(v) will expire on the third anniversary of the Closing Date (the “Final Claim Termination Date”) (except with respect to any Claims pending on that date); and provided, further, that if at any time prior to the Initial Claim Termination Date or the Final Claim Termination Date, as applicable, Acquiror delivers to the Stakeholders’ Agent a notice (a “Claim Notice”) stating (i) 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 or Acquiror’s good faith estimate of the Damages to be incurred by Acquiror as a result of such inaccuracy or breach) or (ii) a set of facts that have been alleged by a Third Party that is reasonably believed to be true and, if ultimately determined to be true, would constitute an inaccuracy in any of the representations and warranties made by Target or the breach of a covenant made by Target (and setting forth in reasonable detail Acquiror’s good faith estimate of the Damages to be 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 will survive the Initial Claim Termination Date or the Final Claim Termination Date, as applicable, until the earlier of such time as (i) such claim is fully and finally resolved or (ii) a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. All obligations of the Parties under the covenants contained in this Agreement (including the covenants set forth in Sections 5 and 6) will 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, further, however, that notwithstanding the expiration of the Parties’ obligations under such covenants, claims for breaches of any covenants of Target prior to their expirat...
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 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. 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. 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. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate eighteen (18) months from the Closing Date, provided, however: (i) the representations set forth in Sections 6.1, 6.2, 6.4, 6.6, 6.28, 7.1 and 7.2, and Claims made for fraud, shall survive indefinitely; (ii) all covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms; and (iii) if prior to the applicable expiration of a representation, warranty or covenant, Buyer or Seller shall have delivered a Claim Notice to the Seller or Buyer (as applicable), then the specific indemnification claim set forth in the Claim Notice shall survive such expiration date 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. All of the representations and warranties of Ventures set forth in this Agreement and all of the covenants set forth in Article 4 shall terminate and expire, and shall cease to be of any force or effect, at 5:00 p.m., Massachusetts time, on the first anniversary of the Closing Date, and all liability with respect to such representations, warranties and covenants shall thereupon be extinguished. Notwithstanding the foregoing, if, prior to such date, Purchaser shall have in good faith delivered a Claim Notice (as defined below) to the Stockholder Representatives and the Escrow Agent in conformity with all of the applicable procedures set forth in the Escrow Agreement, then the specific indemnification claim set forth in such Claim Notice shall survive such date and shall not be extinguished thereby.
