Common use of Expiration of Representations, Warranties and Covenants Clause in Contracts

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 The covenants set forth in Section 6.2(b) (sales taxes), the covenants set forth in Article Sections 6 and 7 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 All of the representations, warranties, covenants representations and obligations warranties of the Company and the Purchaser Seller 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) 10:00 a.m. on the first twelve (12) month anniversary of the Closing Date, and all liability of the Company or the Purchaser Seller with respect thereto (including their respective obligations under Section 10.1 or Section 10.2, as the case may be) to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first twelve (12) month anniversary, either party Purchaser shall have duly delivered a Claim Notice to Seller in conformity with all of the applicable procedures set forth in Section 10.811.9 herein, then the specific indemnification claim set forth in such Claim Notice shall survive such first anniversary twelve (12) month period (and shall not be extinguished thereby).