Common use of Limitations; Survival Clause in Contracts

Limitations; Survival. The representations and warranties of the parties shall survive the Closing for a period of two years from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Buyer, provided that the representations and warranties as to Tax Claims (as hereinafter defined) shall survive for a period of six years from the Closing Date. For purposes hereof, Tax Claims means any claim based upon, arising out of, or otherwise in respect of, any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement relating to taxes, including, without limitation, those contained in Sections 4.6 and 4.13 hereof. Notwithstanding anything to the contrary contained in this Agreement, these limited survival periods shall not apply to a fraudulent acts or omissions. No action or proceeding may be brought with respect to any of the representations and warranties unless written notice thereof shall have been delivered to the Buyer or the Seller, as the case may be, prior to the expiration of such applicable survival period.

Limitations; Survival. The representations and warranties of the parties shall survive the Closing for a period of two years from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Buyer, provided that the representations and warranties as to Tax Claims (as hereinafter defined) and the covenants of the Seller and the Shareholders set forth in Sections 6.9 and 13.1 shall survive for a period of six five years from the Closing Date. For purposes hereof, Tax Claims means any claim based upon, arising out of, or otherwise in respect of, any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement relating to taxes, including, without limitation, those contained in Sections 4.6 and 4.13 hereof. Notwithstanding anything to the contrary contained in this Agreement, these limited survival periods shall not apply to a fraudulent acts or omissions. No action or proceeding may be brought with respect to any of the representations and warranties unless written notice thereof shall have been delivered to the Buyer or the Seller, as the case may be, prior to the expiration of such applicable survival period.

Limitations; Survival. The representations representations, warranties and warranties covenants of the parties shall survive the Closing for a period of two years 18 months from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Buyer, provided that the representations and warranties as to Tax Claims (as hereinafter defined) shall survive for a period of six years from the Closing Date. For purposes hereof, Tax Claims means any claim based upon, arising out of, or otherwise in respect of, any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement relating to taxes, including, without limitation, those contained in Sections 4.6 and 4.13 hereof. Notwithstanding anything to the contrary contained in this Agreement, these limited survival periods shall not apply to a fraudulent acts act or omissionsomission. No action or proceeding may be brought with respect to any of the representations and warranties unless written notice thereof shall have been delivered to the Buyer or the Seller, as the case may be, prior to the expiration of such applicable survival period.

Limitations; Survival. The representations representations, warranties and warranties covenants of the parties shall survive the Closing for a period of two years twenty (20) months from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Buyer, provided that the representations and warranties as to Tax Claims (as hereinafter defined) shall survive for a period of six years the statute of limitations relating thereto from the Closing Date. For purposes hereof, Tax Claims means any claim based upon, arising out of, or otherwise in respect of, any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement relating to taxes, including, without limitation, those contained in Sections 4.6 and 4.13 hereof. Notwithstanding anything to the contrary contained in this Agreement, these limited survival periods shall not apply to a fraudulent acts act or omissionsomission. No action or proceeding may be brought with respect to any of the representations and warranties unless written notice thereof shall have been delivered to the Buyer or the Seller, as the case may be, prior to the expiration of such applicable survival period. ARTICLE XIII Intentionally omitted.