Limited Survival. (a) Each covenant and agreement contained in this Agreement or in any document delivered pursuant to the Closing which by its terms contemplates performance after the Closing Date, shall survive the Closing and be enforceable until such covenant or agreement has been fully performed.
Limited Survival. (a) Other than Fundamental Representations, each of the representations and warranties and the covenants that by their express terms are to be performed at or prior to the Closing, in each case, as set forth in this Agreement, any other Transaction Document or in any other document delivered in connection herewith or therewith, shall terminate and be of no further force and effect from and after the Closing and no party shall have any liability with respect thereto from and after the Closing. Except as otherwise set forth in this Agreement, any Transaction Document or in any other document delivered in connection herewith or therewith, the Fundamental Representations and those covenants that by their express terms are required to be performed after the Closing set forth in this Agreement shall survive the Closing for a period of the shorter of four (4) years from Closing and the applicable statute of limitations. No Claim for breach of any Fundamental Representations and the covenants that by their express terms are required to be performed after the Closing may be asserted unless (i) such Claim is asserted in writing pursuant to an Indemnification Claim Notice (as defined below) prior to the expiration of the applicable survival period set forth in this Section 8.1(a), and (ii) such Claim is made for Damages incurred prior to the expiration of the applicable survival period set forth in this Section 8.1(a).
Limited Survival. Subject to the provisions of Section 9.2, each and every representation, warranty and covenant contained in this Agreement other than (a) the covenants contained in Sections 3.2, 3.3, 3.4, 7.1, 7.2, 7.3, 7.4, 7.5, 7.7, 7.8, 7.9, 7.11 and 7.13 and in Articles IX and XI (which covenants shall survive in accordance with their terms), (b) the representations and warranties contained in Sections 5.1, 5.2, 5.3, 5.10(a), 5.10(b), 5.10(c) and 5.10(d) in the case of Seller, and Sections 6.1, 6.2 and 6.4, in the case of Buyer (which representations and warranties shall survive indefinitely) and (c) the representations and warranties contained in Sections 5.17 and 5.22 (which representations and warranties shall survive until ninety (90) days following the expiration of the applicable statute or similar period of limitations), shall expire with, and be terminated 18 months from the Closing Date, and such representations, warranties and covenants shall not survive such date, and none of the Seller, the Buyer or any officer, director, advisor or Affiliate of any of them shall be under any liability whatsoever with respect to any such representation, warranty or covenant.
Limited Survival. The Parties’ rights and obligations contained in Sections 2.4 ("Proprietary Notices"), 3.9 (“Confidentiality”), 5.2 ("Limitation of Damages"), 6.3 (“Effect of Termination”), 7.0 ("General Terms"), 6.5 (“Late or Nonpayment”), and any obligations to make payment of Fees or other amounts accrued or due hereunder prior to termination, shall survive any termination of this Agreement.
Limited Survival. (a) The representations and warranties of the Parties contained in this Agreement shall terminate and not survive the Closing provided that the representations and warranties made by the Xxxxx Stockholder in Section 4.09 shall survive 180 days from Closing.
Limited Survival. (a) All representations, warranties, covenants and agreements of the parties contained in this Agreement will survive the execution and delivery of this Agreement and the Closing and shall be fully effective and enforceable for the Applicable Time Period. For purposes of this Agreement, the "
Limited Survival. The provisions of Sections 3.0, 5.0, 6.0, 7.0, 8.0, 9.0, 10.0 and 11.0 shall survive any termination of this Agreement.
Limited Survival. The parties intend to shorten the statute of limitations and agree that no claims or causes of action (other than those relating to fraud or those permitted by Section 12.2(v) or 12.5) may be brought against Buyer or Seller after the Closing or any termination of this Agreement based upon, directly or indirectly, any of the representations or warranties contained in Article 4 or Article 5 of this Agreement at any time or any agreements contained in Article 6 or Article 7, provided that for a period of one hundred twenty (120) days commencing on the Closing Date, Buyer may bring claims against Seller based upon any of the pre-closing covenants contained in Sections 7.2 and 7.3 of this Agreement. For avoidance of doubt, claims or causes of action for fraud shall survive Closing, and the parties shall be entitled to assert claims and bring causes of action against each other in respect of claims or causes of action for fraud subsequent to Closing and as otherwise permitted in Sections 12.2 and 12.5 below.
Limited Survival. The representations and warranties made ---------------- herein shall survive the execution and closing of this Agreement until one month after closing at which time they shall expire.
Limited Survival. The representations and warranties of Seller set forth in Section 6.1, as updated and recertified pursuant to Section 9.7, shall survive the Closing for a period of twelve (12) months. Buyer shall not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations and warranties, unless Buyer notifies Seller in writing and with specificity of such untruth or inaccuracy and of Buyer's intention to assert a claim with respect to the specified matter on or before the date which is twelve (12) months following Closing. Seller shall have no liability with respect to any of Seller's representations and warranties and covenants herein if, prior to the Closing, Buyer has actual knowledge of any breach of a representation, warranty or covenant of Seller herein, or Buyer obtains actual knowledge (from whatever source, including, without limitation, any Tenant estoppel certificates, as a result of Buyer's Due Diligence or written disclosure by Seller or Seller's agents and employees) that contradicts any of Seller's representations and warranties or that a breach of any of Seller's covenants has occurred herein, Buyer nevertheless consummates the transaction contemplated by this Agreement. In addition, if, prior to the expiration of the Due Diligence Period, Buyer has actual knowledge of any breach of a representation, warranty or covenant of Seller herein, or Buyer obtains actual knowledge (from whatever source, including, without limitation, any Tenant estoppel certificates, as a result of Buyer's Due Diligence or written disclosure by Seller or Seller's agents and employees) that contradicts any of Seller's representations and warranties or that a breach of any of Seller's covenants has occurred herein and Buyer does not elect to terminate this Agreement as provided in Section 3.6 hereof, then Seller shall have no liability with respect to the breach of such representations, warranties and covenants and Buyer shall be deemed to have waived its right to elect not to close this transaction as a result of any such breach. Notwithstanding the foregoing, such knowledge by Buyer of the breach of a representation and warranty or breach of any of Seller's covenants shall not, provided such knowledge was not obtained by Buyer prior to the expiration of the Due Diligence Period, modify or eliminate Buyer's right to elect not to close this transaction as a result of the failure of a condition precedent as provided in Section...
