General Survival. The representations and warranties of the Parties contained in this Agreement and the covenants set forth in Section 4.9 of the Master Agreement shall survive the Closing for a period of 12 months after the Closing Date; provided, however that (a) representations and warranties set forth in Section 3.10 (Tax Matters) shall survive until the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty, (b) representations and warranties set forth in each of Section 3.2 (Authorization and Enforceability), Section 3.12(a) (Pension Plans), and Section 3.22(a) and (b) (Organization and Capitalization of the Intel Transferred Entities) shall survive until the expiration of the applicable statute of limitations, (c) representations and warranties set forth in Section 3.15 (Environmental Matters) shall survive until the date that is 10 years following the Closing Date, and (d) any claim arising out of the fraudulent misrepresentation of Intel contained in this Agreement or any other Transaction Document shall survive until the expiration of the applicable statute of limitations. In addition, any indemnity with respect to any Intel Pre-Closing Environmental Liability described in Section 2.4(k) hereof shall survive until the date that is 10 years following the Closing Date and shall thereupon expire. Upon such expiration, unless written notice of a claim for indemnification based on such representation, warranty, covenant or indemnity specifying in reasonable detail the facts on which the claim is based shall have been delivered to the Indemnitor prior to the expiration of such representation, warranty, covenant, or indemnity, such representation, warranty, covenant or indemnity shall be deemed to be of no further force or effect, as if never made, and no action may be brought based on the same, whether for indemnification, breach of contract, tort or under any other legal theory. All covenants and agreements of the Parties otherwise set forth in this Agreement with respect to Excluded Liabilities or actions of the Parties following the Closing shall survive indefinitely to the extent necessary to give effect to their terms.
General Survival. The following provisions of this Agreement shall survive expiration or termination of this Agreement for any reason: Articles 1, 11, 12 and 13, and Sections 6.10 through 6.13, 7.1, 7.2, Section 8.1, Section 9.1, Sections 9.7 through 9.11, Section 10.8, Section 10.9, and the first sentence of Section 7.3. In addition, upon the expiration, but not an earlier termination, of this Agreement, the following Sections shall also survive: Section 6.7(f), if applicable, and the corresponding provisions of Sections 6.7(c), 6.7(d) and 6.8; and Section 8.4, with respect to Infringements occurring prior to such expiration.
General Survival. (a) Subject to Section 6.2(b)(iv), notwithstanding any investigation by, or knowledge of, APC or Merger Sub of the affairs of the Company, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other Transaction Document.
(b) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub contained in this Agreement or in any other Transaction Document that by their terms apply or are to be performed in whole or in part prior to the Closing or Closing Date (“Pre-Closing Covenants”) shall survive and continue until the date that is the Expiration Date (defined below).
(c) Subject to subsection (d) below, the covenants and agreements of the Company, APC, and Merger Sub contained in this Agreement or in any other Transaction Document that by their terms apply or are to be performed in whole or in part after the Closing or Closing Date (the “Post-Closing Covenants”) shall survive indefinitely.
(d) Notwithstanding subsections (b) and (c) above, the covenants and agreements of the Company contained in this Agreement or in any other Transaction Document that involve Tax matters (the “Tax Covenants”), and without regard to performance obligations thereof prior to, on or after the Closing or Closing Date, including, without limitation, Section 4.11 (Tax Matters) hereof, shall survive until expiration of any applicable statutes of limitations (after giving effect to any extensions or waivers), plus sixty (60) days (the “Tax Covenants Expiration Date”).
(e) The representations and warranties of APC and Merger Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing. Subject to the other provisions of this Section 6.1, the representations and warranties of the Company contained in this Agreement or in any other Transaction Document shall survive and continue until the date that is thirty-six (36) months after the Closing Date (the “Expiration Date”); provided, however, that:
(i) the representations and warranties set forth in Section 2.1 (Organization and Qualification), Section 2.3 (Capitalization), and Section 2.4 (Authority) (the “Fundamental Representations”) shall survive indefinitely;
(ii) the representations and warranties set forth in Section 2.15(h) (Taxes) (the “Tax Representations”) shall survive the Closing and continue in ful...
General Survival. Except as otherwise provided in this ---------------- Article 11, all representations, warranties, covenants, agreements and obligations of each party contained herein, shall expire twenty-four (24) months after the Closing Date, except for (i) covenants or obligations (including covenants to indemnify) which by their terms shall be performed after the Closing which shall survive the Closing and not expire unless otherwise provided in this Agreement, (ii) the representations and warranties contained in Sections 3.1 and 4.7 shall survive the Closing Date until the expiration of any applicable statute of limitations, including extensions thereof, (iii) the representations and warranties contained in Section 4.21 shall survive the Closing Date and expire thirty-six (36) months after the Closing Date, and (iv) the representations and warranties in Section 4.10(a) and the first sentence of Section 4.10(c) shall not survive the Closing.
General Survival. The parties agree that, regardless of any investigation made by the parties, the representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the execution and delivery of this Agreement for a period beginning on the date hereof and ending at 5:00 p.m., Washington time, on the first anniversary of the Closing Date.
General Survival. The following provisions of this Agreement, shall survive expiration or termination of this Agreement in its entirety for any reason: [***] of the Agreement. Except as otherwise expressly provided in this Exhibit 13, all rights and obligations of the Parties under this Agreement shall terminate upon expiration or termination of this Agreement in its entirety for any reason.
General Survival. Articles 1, 8, 11 and 12 and Section 9.4 and Section 9.5 (for the period set forth therein) shall survive expiration or termination of this Agreement for any reason. Except as otherwise provided in this Article 10, all rights and obligations of the Parties under this Agreement shall terminate upon expiration or termination of this Agreement for any reason.
General Survival. Section 7.1 (Inventorship; Ownership; Collaboration Compounds), Section 7.6 (Trademarks), Article 8 (Confidentiality), Section 9.3 (No Other Representations or Warranties), Article 10 (Indemnification), Article 11 (Term and Termination), Article 12 (Dispute Resolution), Article 13 (Miscellaneous) shall survive expiration or termination of this Agreement for any reason. Unless expressly provided for as a surviving right or obligation elsewhere in the Agreement, all rights and obligations of the Parties under this Agreement (including the right to receive payments and the obligation to make payments) shall terminate upon expiration or termination of this Agreement for any reason.
General Survival. The representations and warranties made by the Parties in this Agreement shall survive the Closing and shall expire on the twelve (12) month anniversary of the Closing Date (the “Termination Date”); provided, however, that if, at any time prior to the Termination Date, any Indemnified Party delivers to an Indemnifying Party a written notice alleging an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Termination Date until such time as such claim is resolved.
General Survival. The termination of this Agreement shall not relieve any Party from any expense, liability, or other obligation, or any remedy which has accrued or attached or which is related to or attributable to the period prior to such termination.
