Common use of No Survival; Certain Waivers Clause in Contracts

No Survival; Certain Waivers. (a) Except in the case of Fraud, each of the representations and warranties of the Company and the Sellers set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger Sub. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (or any Affiliate thereof) or Merger Sub. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a) shall be deemed to limit any rights or remedies of any party hereto for breach of any such surviving covenant or agreement.

No Survival; Certain Waivers. (a) Except in the case The Parties, intending to modify any applicable statute of Fraudlimitations, hereby agree that each of the representations and warranties of the Company and Company, the Blockers, the Sellers and Buyer set forth in this Agreement (including any certificates to be delivered under Article 2), or in any instrument delivered in connection with this Agreement Ancillary Agreement, shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Sellers, any other Seller Party, Buyer, any other Buyer Party or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubNon-Recourse Party. The covenants and agreements of the Company, the SellersBlockers, Parent the Sellers and Merger Sub Buyer set forth in this Agreement and in any other document delivered in connection herewith Ancillary Agreement to the extent contemplating or requiring performance by the Company, the Blockers, the Sellers or Buyer prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreementcovenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (any other Seller Party, Buyer, any other Buyer Party or any Affiliate thereof) or Merger SubNon-Recourse Party. Each covenant or agreement herein of the Sellers, the Company, the Blockers, or Buyer requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a10.01(a) or Section 10.01(b) shall be deemed to limit any rights or remedies of any party hereto for breach of any such surviving covenant or agreement. For the avoidance of doubt, and notwithstanding anything to the contrary herein, (i) Buyer will be liable for breach of any covenant or agreement requiring performance by the Company Entities after the Closing, and nothing herein will limit or affect Buyer’s liability for the failure to pay the Purchase Price (in whole or in part) or pay any other amounts payable by them (in whole or in part) as and when required by this Agreement (whether at or following the Closing) and (ii) Buyer’s sole recourse for any breach of the representations or warranties set forth in Article 3, Article 4, or Article 5 shall be termination prior to Closing in accordance with Section 8.01(b). Notwithstanding anything in this Section 10.01(a) to the contrary, nothing in this Section 10.01(a) shall limit any Party’s right to assert a claim for Fraud.

No Survival; Certain Waivers. (a) Except The representations and warranties and covenants and agreements (to the extent contemplating or requiring performance prior to the Closing) of the Company and the Sellers set forth in this Agreement or in any instrument delivered in connection with this Agreement (other than those contained in the case Letters of Fraud, each Transmittal to the extent provided therein) shall not survive the Closing. Each of the representations and warranties of the Company and the Sellers set forth in this Agreement or in any instrument delivered in connection with this Agreement (other than those contained in the Letters of Transmittal to the extent provided therein) shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company or the Sellers. Except Sellers except to the extent based upon or attributable to those contained in the case Letters of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubTransmittal. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, Company or the Sellers, Parent (or any Affiliate thereof) or Merger Sub. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a) shall be deemed to limit any rights or remedies of any party hereto Party for breach of any such surviving covenant or agreement.

No Survival; Certain Waivers. (a) Except The representations and warranties and covenants and agreements (to the extent contemplating or requiring performance prior to the Closing) of Seller, Lender and Buyer set forth in this Agreement or in any instrument delivered in connection with this Agreement shall not survive the Closing; provided that the representations and warranties set forth in Section 4.10 and Section 5.06, solely with respect to the Lender Stock R&W Policy Amount shall survive the Closing until the earlier of the issuance of the Lender Stock R&W Policy Amount, if any, and such time as the Lender Stock R&W Policy Amount is no longer potentially issuable pursuant to the terms of this Agreement; provided, further, that the representations and warranties set forth in Section 4.10 and Section 5.06, solely with respect to the Lender Stock Release Amount or Remaining Lender Stock Release Amount, as the case may be, shall survive the Closing until the issuance of Fraudthe Lender Stock Release Amount or Remaining Lender Stock Release Amount, each as the case may be (or, if no such amount is due to Lender pursuant to Section 2.06, the date on which the Lender Cash Repayment Amount is finally determined thereunder). Each of the representations and warranties of the Company Seller, Lender and the Sellers Buyer set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Seller or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubLender. The covenants and agreements of the CompanySeller, the Sellers, Parent Lender and Merger Sub Buyer set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the CompanySeller, the Sellers, Parent (Lender or any Affiliate thereof) or Merger SubBuyer. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a10.01(a) shall be deemed to limit any rights or remedies of any party hereto Party for breach of any such surviving covenant or agreement. For the avoidance of doubt, the foregoing limitations shall not apply to the representations and warranties, covenants and agreements in the Required Payoff Letters or the representations and warranties, covenants and agreements set forth in any other written agreement delivered hereunder. Notwithstanding the foregoing, the Parties agree and acknowledge that this Section 10.01 shall not be deemed to limit the liability of any Person for Fraud.

No Survival; Certain Waivers. (a) Except Other than in the case of Fraud, each the representations, warranties, covenants and agreements of the representations Seller and warranties of the Company and the Sellers set forth Group contained in this Agreement or in any instrument delivered in connection with this Ancillary Agreement shall terminate effective immediately as of will not survive beyond the Closing such that no claim for breach of any such representation representation, warranty, covenant or warrantyagreement, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Seller, any of the Seller’s Affiliates, or the SellersSeller’s or the Seller’s Affiliates’ respective equityholders, members, partners, shareholders, managers, directors, officers, employees, agents and their respective representatives, heirs, successors and assigns (each a “Seller Related Party” and, collectively, the “Seller Related Parties”), and there will be no liability in respect thereof, whether such liability has accrued prior to or after the Closing, on the part of any the Seller, the Company Group or any other Seller Related Parties, except for those covenants and agreements and other provisions contained herein or in any agreement delivered pursuant to this Agreement that by their terms apply or are to be performed in whole or in part after the Closing, including those set forth in ARTICLE II (Purchase and Sale of the Shares), this ARTICLE VII (Post-Closing Agreements) and ARTICLE IX (Miscellaneous). Except Other than in the case of fraudFraud, each the sole and exclusive remedy of Purchaser and the Purchaser Related Parties with respect to breaches of representations and warranties made to Purchaser shall be strictly limited to the Warranty Policy. For the avoidance of Parent and Merger Sub doubt, other than in the case of Fraud, the limitations on liability set forth in this Agreement shall still apply if the Warranty Policy is revoked, cancelled or modified in any instrument delivered in connection with this Agreement shall terminate effective immediately as manner or if the Warranty Policy insurer denies coverage for, or is unable to pay, any losses of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent Purchaser or the Merger Sub. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (or any Affiliate thereof) or Merger Sub. Each covenant or agreement herein requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a) shall be deemed to limit any rights or remedies of any party hereto for breach of any such surviving covenant or agreementPurchaser Related Parties.

No Survival; Certain Waivers. (ai) Except in the case of Fraud, each of the The representations and warranties warranties, covenants and agreements of Seller (other than covenants of Seller contained in Section 1D) to the Company and extent contemplating or requiring complete performance prior to the Sellers Closing, set forth in this Agreement or in any instrument certificate delivered pursuant to Section 1D, shall not survive the Closing. Each of the representations and warranties of Seller set forth in this Agreement, or in any certificate delivered in connection with this Agreement Agreement, shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company Seller or the Sellers. Except in the case of fraud, each of the representations and warranties of Parent and Merger Sub set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the full satisfaction of the payment obligations for all amounts required to be paid by Parent pursuant to Section 1.9 and Section 1.10(e) of this Agreement such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Parent or the Merger SubSeller Party. The covenants and agreements of the Company, the Sellers, Parent and Merger Sub Seller set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance by Seller prior to the Closing (other than covenants and agreements contained in Section 1D) shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreementcovenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company, the Sellers, Parent (Seller or any Affiliate thereof) or Merger Subother Seller Party. Each covenant and agreement of Seller set forth in Section 1D, and each covenant or agreement herein of Seller requiring performance at or after the Closing, shall, in each case, expressly survive the Closing, and nothing in this Section 9.1(a8A(i) shall be deemed to limit any rights or remedies of any party hereto Buyer for breach of any such surviving covenant or agreement.