Common use of Nature and Survival of Representations, Warranties and Covenants Clause in Contracts

Nature and Survival of Representations, Warranties and Covenants. Each of the representations and warranties of the parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby for a period of fourteen (14) months after the Closing, after which no claim for indemnification for hereunder, may be brought, and no action with respect thereto may be commenced, and no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the basis for such indemnification claimed on or before the expiration of such period; (ii) the claim relates to a breach of any representation or warranty contained in Sections 5.7, 5.19 or 5.20, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus sixty (60) days thereafter, or (iii) the claim relates to any representation or warranty in Sections 5.4 and 5.11, excluding the last sentence thereof, in which case the right to indemnification shall survive indefinitely.

Nature and Survival of Representations, Warranties and Covenants. Each of the representations and warranties of the parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the parties or their agents for a period of fourteen thirty (1430) months after the Closing, after which no claim for indemnification for hereunderany misrepresentation, or for the breach of any representation or warranty under this Agreement, may be brought, and no action with respect thereto may be commenced, and no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the basis for such indemnification misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period; (ii) the claim relates to a breach of any representation or warranty contained in Sections 5.75.9, 5.19 5.11 or 5.205.23, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus sixty (60) days thereafter, for each and any of the foregoing whether for breach of contract or the Loss cause of action arising in connection with any third party Proceeding; or (iii) the claim relates to any representation or warranty in Sections 5.4 5.1, 5.4, 5.6 and 5.11, excluding the last sentence thereof5.13, in which case the right to indemnification shall survive indefinitely. The representations and warranties set forth in Section 5.24 shall expire and terminate upon the later of (x) the Closing Date, or (y) the effective date of the environmental insurance coverage described in Section 7.24 of this Agreement. The covenants and agreements (exclusive of representations and warranties, or any agreement contained within a representation or warranty, set forth in Article V hereof) set forth in this Agreement shall survive indefinitely.

Nature and Survival of Representations, Warranties and Covenants. Each of the representations and warranties of the parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the parties or their agents for a period of fourteen forty-five (1445) months after the Closing, after which no claim for indemnification for hereunderany misrepresentation, or for the breach of any representation or warranty under this Agreement, may be brought, and no action with respect thereto may be commenced, and no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the basis for such indemnification misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period; (ii) the claim relates to a breach of any representation or warranty contained in Sections 5.75.9, 5.19 5.11, 5.23 or 5.205.24, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus sixty (60) days thereafter, for each and any of the foregoing whether for breach of contract or the Loss cause of action arising in connection with any third party Proceeding; or (iii) the claim relates to any representation or warranty in Sections 5.4 5.1, 5.4, 5.6 and 5.11, excluding the last sentence thereof5.13, in which case the right to indemnification shall survive indefinitely. The covenants and agreements (exclusive of representations and warranties, or any agreement contained within a representation or warranty, set forth in Article V hereof) set forth in this Agreement shall survive indefinitely.