Common use of Non-Survival of Representations and Warranties and Agreements Clause in Contracts

Non-Survival of Representations and Warranties and Agreements. Except for the representations and warranties contained in Section 4.3(d) and described in Section 13.1(a), the representations and warranties in this Agreement will terminate at the Closing Date or on the termination of this Agreement under Section 12.1. Any covenant or other agreement of any Party herein shall survive the Closing 105 hereunder indefinitely or for such lesser period of time as may be specified herein; provided that with respect to any covenant or other agreement that would otherwise terminate at a specified time, breaches of such covenant or other agreement will survive the Closing indefinitely. No Party to this Agreement will have or make any claim against any other Party to this Agreement with respect to or arising out of the Transactions except with respect to those agreements that survive Closing or the termination of this Agreement under Section 12.1, and, in any event, solely under the explicit provisions of this Agreement.

Non-Survival of Representations and Warranties and Agreements. Except for the representations and warranties contained in Section 4.3(d) and described in Section 13.1(a), the representations and warranties in this Agreement will terminate at the Closing Date or on the termination of this Agreement under Section 12.1. Any covenant or other agreement of any Party herein shall survive the Closing 105 hereunder indefinitely or for such lesser period of time as may be specified herein; provided that with respect to any covenant or other agreement that would otherwise terminate at a specified time, breaches of such covenant or other agreement will survive the Closing indefinitely. No Party to this Agreement will have or make any claim against any other Party to this Agreement with respect to or arising out of the Transactions except with respect to those agreements that survive Closing or the termination of this Agreement under Section 12.1, and, in any event, solely under the explicit provisions of this Agreement.