Common use of Parent Representations Clause in Contracts

Parent Representations. Subject to Section 5.1(c), the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Effective Time and shall expire on the Expiration Date; provided, however, that (i) the representations and warranties made pursuant to Sections 3.1, 3.3, 3.6, 3.7, and 3.8 (collectively, the “Parent Fundamental Reps”) shall survive until 30 days after the expiration of the applicable statute of limitations governing such claims and (ii) if, at any time prior to the Expiration Date, any Stockholder Indemnitee properly delivers to Parent a Claim Notice, then the claim asserted in such Claim Notice shall survive the Expiration Date until such time as such claim is fully and finally resolved.

Parent Representations. Subject to Section 5.1(c), the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Effective Time and shall expire on the Expiration Date; provided, however, that (i) the representations and warranties dealing with Tax matters and representations and warranties made pursuant to Sections 3.1, 3.3, 3.6, 3.73.13, 3.14 and 3.8 (collectively, the “Parent Fundamental Reps”) 3.15 shall survive until 30 days after the expiration of the applicable statute of limitations governing such claims and (ii) if, at any time prior to the Expiration Date, any Stockholder Indemnitee properly delivers to Parent a Claim Notice, then the claim asserted in such Claim Notice shall survive the Expiration Date until such time as such claim is fully and finally resolved.

Parent Representations. Subject to Section 5.1(c), the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Effective Time and shall expire on the Expiration Date; provided, however, that (i) the representations and warranties made pursuant to Sections 3.1, 3.3, 3.6, 3.7, and 3.8 (collectively, the “Parent Fundamental Reps”) shall survive until 30 days after the expiration of the applicable statute of limitations governing such claims and (ii) if, at any time prior to the Expiration Date, any Stockholder Indemnitee properly delivers to Parent a Claim Notice, then the claim asserted in such Claim Notice shall survive the Expiration Date until such time as such claim is fully and finally resolved.

Parent Representations. Subject to the following sentence and to Section 5.1(c4.1 (c), the representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Effective Time and shall expire on the Expiration Termination Date; provided, however, that (i) the representations and warranties made pursuant to Sections 3.1, 3.3, 3.6, 3.7, and 3.8 (collectively, the “Parent Fundamental Reps”) shall survive until 30 days after the expiration of the applicable statute of limitations governing such claims and (ii) if, at any time prior to the Expiration Termination Date, any Stockholder Indemnitee properly the Stockholders’ Agent delivers to Parent a Claim Noticewritten notice alleging the existence of an inaccuracy in or a breach of any of such representations and warranties and asserting a claim for recovery under Section 4.6 based on such alleged inaccuracy or breach, then the claim asserted in such Claim Notice notice shall survive the Expiration Termination Date until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub in Sections 3.4, 3.5, 3.6 and 3.7 shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.