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).
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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 made by the Company in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 12:00 p.m. (Seattle time) will expire on the eighteenth earlier of (18thi) the eighteen (18) month anniversary of the Closing Date, Date and all liability (ii) ten (10) Business Day following the delivery of any Party with respect to such representations and warranties shall thereupon be extinguishedaudited financial statements of the Surviving Corporation for the 2012 fiscal year (the “General Survival Period”); provided, however, that the representations and warranties set forth in Sections 3.1 contained in: (Organization, Qualification, and Status), 3.3 x) the Fundamental Representations will expire on the later of the fifth (Capitalization), 3.6 (Authority of Shareholders), 3.4 (Ownership of Shares5th) and 3.7 (No Violation) shall survive the Closing through the twenty fourth (24th) month anniversary of the ClosingClosing Date and the expiration of the applicable statute of limitations, (y) Section 3.22 (Employee Benefit Plans) and 3.26 (Brokers’ and Finders’ Fees) of this Agreement will expire on the third (3rd) anniversary of the Closing Date (the “Special Representation Termination Date”, and (z) Section 3.21 (Taxes) will expire on the fourth (4th) anniversary of the Closing Date, except with respect to any claim asserted by Purchaser resulting from or in connection with any allegation of fraud made by a Governmental Authority, in which case, and only with respect to such claim, Section 3.21 (Taxes) will expire on the sixth (6th) anniversary of the Closing Date (the “Tax Representation Termination Date”, and the date of termination of any representation or warranty in this Agreement, a “Representation Termination Date”); provided provided, further, however, that, that if at any time prior to the applicable expiration date relevant Representation Termination Date, Purchaser delivers to the Stockholders’ Agent a notice stating the existence of a representation and warranty, Purchaser shall have duly delivered a Claim Notice to such Shareholder in conformity with all breach of any of the applicable procedures set representations and warranties made by the Company (and setting forth in reasonable detail the basis for Purchaser’s determination that such a breach exists) and asserting a claim for recovery under this Section 9.610.2 based on such breach, then the specific indemnification claim set forth asserted in such Claim Notice shall notice will survive such date (applicable Representation Termination Date until such time as such claim is fully and shall not be extinguished thereby)finally resolved. All covenants and agreements of the parties contained in this Agreement will expire in accordance with their terms.
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Expiration of Representations, Warranties and Covenants. The covenants set forth in Section 5 Sections 7 and 8 shall terminate and expire, and shall cease to be of any force or effect, on the Closing Date, and all liability of the Parties 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 of Sellers set forth in Section 4 of this Agreement and the representations and warranties of Nuvelo contained in Section 5 of this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 12:00 p.m. 10:00 a.m. (Seattle California time) on the eighteenth (18th) month anniversary of the Closing DateMarch 31, 2005, and all liability of any Party Sellers with respect to such representations and warranties shall thereupon be extinguished; provided, however, that the representations and warranties set forth in Sections 3.1 (Organizationif, 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 warrantyMarch 31, 2005, Purchaser shall have duly delivered a Claim Notice to such Shareholder Sellers in conformity with all of the applicable procedures set forth in Section 9.612.10, then the specific indemnification claim set forth in such Claim Notice shall survive March 31, 2005 (and shall not be extinguished thereby). All liability of Nuvelo with respect to the indemnification granted pursuant to section 12.2(b) with respect to any audit of the NIST Grant shall terminate and expire, and shall cease to be of any force or effect, at 10:00 a.m. (California time) on the earlier of (i) June 30, 2006, and (ii) the full and final resolution of any audit of the NIST Grant, and all liability of Nuvelo with respect thereto shall thereupon be extinguished; provided, however, that if, prior to the earlier of (x) June 30, 2006, and (y) the full and final resolution of any audit of the NIST Grant, Purchaser shall have duly delivered a Claim Notice to Nuvelo with respect to a claim pursuant to Section 12.2(b) in conformity with all of the applicable procedures set forth in Section 12.10, then the specific indemnification claim set forth in such Claim Notice shall survive such date (and shall not be extinguished thereby).
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Expiration of Representations, Warranties and Covenants. The covenants set forth in Section 5 shall terminate and expire, and shall cease right to be bring a claim for breach 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 made by the Company, Parent or Merger Sub 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 will survive the eighteenth (18th) Closing until the 18 month anniversary of the Closing Date, and all liability of any Party with respect to at which time such representations and warranties shall thereupon will expire and terminate and be extinguishedof no further force and effect; provided, however, that such right to bring a claim for breach of any of the representations and warranties set forth contained in Sections Section 2.1 (Organization, Standing and Power), Section 2.2 (Company Subsidiaries), Section 2.3 (Power and Authority), Section 2.4 (Capitalization), Section 2.23 (Taxes) (with respect to income tax matters only), Section 2.30 (Brokers’ and Finders’ Fee), Section 3.1 (Organization, QualificationStanding and Power), Section 3.2 (Authorization and Binding Obligation of Parent), Section 3.4 (Brokers), Section 8.1(e)(xiii), and Statusthe representations in or incorporated by reference into any Joinder Agreement, Option Termination Agreement, Warrant Termination Agreement, Stockholder Written Consent or Letter of Transmittal relating to authority to enter into and deliver such document(s) and title to the applicable Company Securities (collectively, the “Fundamental Representations”), 3.3 (Capitalization), 3.6 (Authority of Shareholders), 3.4 (Ownership of Shares) and 3.7 (No Violation) shall will survive the Closing through until the twenty fourth 30th day after expiration of the applicable statute of limitations with respect to the underlying subject matter of such representations and warranties, at which time such right will expire and terminate and be of no further force and effect (24ththe date of expiration of any representation or warranty in this Agreement being a “Representation Termination Date”). The covenants or agreements contained in this Agreement (i) that contemplate performance on or before the Closing will continue in full force and effect after the Closing until the 18-month anniversary of the Closing; provided furtherClosing Date and (ii) that contemplate performance after the Closing will continue in full force and effect after the Closing in accordance with their terms until fully performed (the applicable date of expiration of any covenant in this Agreement being a “Covenant Termination Date”). No claim for a breach of any representation or warranty contained in this Agreement may be made after the expiration of the Representation Termination Date of such representation or warranty, howeverand no claim for a breach of any covenant contained in this Agreement may be made after the expiration of the Covenant Termination Date of such covenant, thatand no claim pursuant to clauses (iii)-(v) of Section 8.1(b) may be made after the fifth anniversary of the Closing Date (the “Special Indemnity Termination Date”) in each case (A) except for claims of which a party has received written notification (each, if an “Indemnification Claim Notice”) prior to such expiration setting forth in reasonable detail the applicable expiration date nature of such claim (including a representation reasonable specification of the legal and warranty, Purchaser shall have duly delivered factual basis for such claim) and (B) any claim that is brought by the indemnifying party as a counterclaim to a claim brought in accordance with the prior clause (A). If a party has sent an Indemnification Claim Notice to another party within the time period prescribed by this subsection (a), such Shareholder claim will not be extinguished by the passage of such time period and will survive until such claim has been fully and finally resolved. The Company and the Company Securityholders waive any statute of limitations to the extent shorter than the claim periods specified in conformity with all of this subsection (a). The parties acknowledge that the applicable procedures time periods set forth in this Section 9.6, then 8.1(a) for the specific indemnification claim set forth in such Claim Notice shall survive such date (assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and shall not that they intend for the time periods to be extinguished thereby).enforced as agreed by the parties. 66
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Expiration of Representations, Warranties and Covenants. The covenants set forth All representations and warranties made by the Company, the Members and Purchaser 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 this Agreement will survive the Closing and continue to be binding and of full force and effect on until 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) 15 month anniversary of the Closing Date, and all liability of any Party with respect to at which time such representations and warranties shall thereupon will expire and terminate and be extinguishedof no further force and effect; provided, however, that (i) the representations and warranties set forth contained 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 ViolationSection 2.23(m) shall survive the Closing through until the twenty fourth (24th) 36 month anniversary of the ClosingClosing Date, at which time such representations and warranties will expire and terminate and be of no further force and effect; provided furtherand (ii) the representations and warranties contained in Section 2.1 (Organization, howeverStanding and Power), thatSection 2.2 (Company Subsidiaries), if Section 2.3 (Power and Authority), Section 2.4 (Capitalization), Section 2.23(a)-(l); (n) (Taxes), Section 2.31 (Brokers’ and Finders’ Fee), Section 3.1 (Ownership of Units), Section 3.2 (Authority), Section 3.5 (Brokers), Section 4.1 (Organization, Standing and Power), Section 4.2 (Authorization and Binding Obligation of Purchaser), Section 4.5 (Brokers) and Section 4.8 (Independent Investigation; No Other Representations or Warranties) (collectively, the “Fundamental Representations”) will survive the Closing until the 30th day after expiration of the applicable statute of limitations, at which time they will expire and terminate and be of no further force and effect (the date of expiration of any representation or warranty in this Agreement being a “Representation Termination Date”). The covenants or agreements contained in this Agreement will continue in full force and effect after the Closing in accordance with their terms (the date of expiration of any covenant in this Agreement being a “Covenant Termination Date”). No claim for a breach of any representation or warranty contained in this Agreement may be made after the expiration of the Representation Termination Date of such representation or warranty, and no claim for a breach of any covenant contained in this Agreement may be made after the expiration of the Covenant Termination Date of such covenant, in each case except for claims of which a party has received written notification (each, an “Indemnification Claim Notice”) prior to such expiration setting forth in reasonable detail the applicable expiration date nature of such claim (including a representation reasonable specification of the legal and warranty, Purchaser shall have duly delivered factual basis for such claim). If a party has sent an Indemnification Claim Notice to another party within the time period prescribed by this Section 6.1(a), such Shareholder in conformity claim will not be extinguished by the passage of such time period and will survive until such claim has been fully and finally resolved. The Company and the Members waive any statute of limitations to the extent inconsistent with all of this Section 6.1(a). The parties acknowledge that the applicable procedures time periods set forth in this Section 9.6, then 6.1(a) for the specific indemnification claim set forth in such Claim Notice shall survive such date (assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and shall not that they intend for the time periods to be extinguished thereby)enforced as agreed by the parties.
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Expiration of Representations, Warranties and Covenants. The covenants set forth All representations and warranties made by the Company 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 this Agreement will survive the Closing and continue to be binding and of full force and effect on until 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) 15 month anniversary of the Closing Date, and all liability of any Party with respect to at which time such representations and warranties shall thereupon will expire and terminate and be extinguishedof no further force and effect; provided, however, that the representations and warranties set forth contained in Sections 3.1 Section 2.1 (Organization, Qualification, Standing and StatusPower), 3.3 Section 2.2 (Company Subsidiaries), Section 2.3 (Power and Authority), Section 2.4 (Capitalization), 3.6 Section 2.20 (Authority of ShareholdersTaxes), 3.4 Section 2.28 (Ownership Brokers’ and Finders’ Fee), Section 4.1 (Organization, Standing and Power), Section 4.2 (Authorization and Binding Obligation of SharesParent), and Section 4.4 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing until the 30th day after expiration of the applicable statute of limitations, at which time they will expire and 3.7 terminate and be of no further force and effect (No Violationthe date of expiration of any representation or warranty in this Agreement being a “Representation Termination Date”). The covenants and agreements contained in this Agreement that are required to be performed prior to or on the Closing will survive the Closing until the date twelve (12) months after the Closing Date. The covenants or agreements contained in this Agreement that are required to be performed after the Closing will continue in full force and effect after the Closing in accordance with their terms. The date of expiration of any covenant in this Agreement being a “Covenant Termination Date.” The indemnification obligation of the Company Securityholders under Section 8.1(b)(vi) shall survive the Closing through until the twenty fourth date that is six (24th6) years and thirty (30) days following the Closing Date, at which time, such indemnification obligation shall have no further force and effect (the “Pre-Closing Taxes Indemnity Termination Date”). The indemnification obligation of the Company Securityholders under Section 8.1(b)(vii) shall survive the Closing until the 15 month anniversary of the ClosingClosing Date, at which time, such indemnification obligation shall have no further force and effect (the “Specified Indemnity Termination Date”). It is the express intent of the Parties that, if the applicable survival period for an item as contemplated by this Section 8.1 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby; provided furtherprovided, however, thatthat the Parties agree that if the provisions of Section 8106(c) of Title 10 of the Delaware Code (the “Delaware Code Amendment”) are adopted in substantially the form of Schedule 8.1 hereto, if this Agreement shall be governed by, and the Parties hereby agree to take any additional actions that may be required after Closing to cause this Agreement to become governed by, such Delaware Code Amendment. No claim for a breach of any representation or warranty contained in this Agreement may be made after the expiration of the Representation Termination Date of such representation or warranty, no claim for a breach of any covenant contained in this Agreement may be made after the expiration of the Covenant Termination Date of such covenant, no claim under Section 8.1(b)(vi) may be made after the expiration of the Pre-Closing Taxes Indemnity Termination Date, and no claim under Section 8.1(b)(vii) shall be made after the expiration of the Specified Indemnity Termination Date, in each case except for claims of which a party has received written notification (each, an “Indemnification Claim Notice”) prior to such expiration setting forth in reasonable detail the applicable expiration date nature of such claim (including a representation reasonable specification of the legal and warranty, Purchaser shall have duly delivered factual basis for such claim). If a party has sent an Indemnification Claim Notice to another party within the time period prescribed by this subsection (a), such Shareholder in conformity claim will not be extinguished by the passage of such time period and will survive until such claim has been fully and finally resolved. The Company, Parent and the Company Securityholders waive any statute of limitations to the extent inconsistent with all of this subsection (a). The parties acknowledge that the applicable procedures time periods set forth in this Section 9.6, then 8.1(a) for the specific indemnification claim set forth in such Claim Notice shall survive such date (assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and shall not that they intend for the time periods to be extinguished thereby)enforced as agreed by the parties.
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