No Liability Following Expiration Sample Clauses

No Liability Following Expiration. Notwithstanding anything to the contrary herein, no Person (and no officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of such Person) shall have any liability under this Agreement or any certificate or document delivered at or prior to the Closing in connection with the transactions contemplated hereby with respect to any representation, warranty, covenant or obligation for which such Person may be liable following the expiration of the applicable survival period for any such representation, warranty, covenant or obligation set forth in this Section 9.1 (and this sentence is intended to benefit each such Person, whether or not parties to this Agreement), whether such liability has accrued prior to, on or after the Closing, whether in contract, tort or otherwise, to the maximum extent permitted by Law; provided, however, the limitations in this Section 9.1 shall not limit any of the rights and remedies of the any Person: (i) for Fraud by any Party, (ii) under any insurance policy (including the R&W Insurance Policy) or (iii) with respect to Claims for which a Notice of Claim has been validly delivered prior to the expiration of the applicable survival period.