Common use of Reliance and Survival of Representations and Warranties Clause in Contracts

Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of the parties hereto or the results of any such investigation, and notwithstanding the participation of the parties in each Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties, and the representations and warranties contained in Article IV and Article V, and the indemnification obligations of Buyer and Seller with respect thereto, shall survive each Closing for a period of 24 months, except for (a) the representations and warranties contained in Section 4.11 (Intellectual Property Rights) and 4.13 (Regulatory Compliance) which shall survive the Closing Date for a period of five years after the Closing Date, (b) the representations and warranties contained in Sections 4.01 (Incorporation; Power and Authority), 4.02 (Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets), 4.16 (Brokerage) and 5.05 (Brokerage) which shall survive indefinitely and (c) the representations and warranties contained in Section 4.14 which shall survive for a period of 4 months after the Closing Date. Notwithstanding the foregoing, any representation or warranty, and the indemnification obligations with respect thereto, that would otherwise terminate in accordance with this Section 9.01 shall continue to survive, if notice of a claim shall have been timely given under Section 9.04 on or prior to such termination date, until such claim has been satisfied or otherwise resolved as provided in this Article IX.

Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of the parties hereto or the results of any such investigation, and notwithstanding the participation of the parties in each Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties, and the representations and warranties contained in Article IV and Article V, and the indemnification obligations of Buyer and Seller with respect thereto, shall survive each Closing for a period of 24 18 months, except for (a) the representations and warranties contained in Section 4.11 (Tax Matters), which shall survive each Closing for the applicable statute of limitation period, (b) the representations and warranties contained in Section 4.14 (Intellectual Property Rights) and 4.13 4.16 (Regulatory Compliance) ), which shall survive the each Closing Date for a period of five years after the Closing Dateyears, and (bc) the representations and warranties contained in Sections 4.01 (Incorporation; Power and Authority), 4.02 (Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets), 4.16 4.22 (Brokerage) and 5.05 (Brokerage) ), which shall survive indefinitely and (c) the representations and warranties contained in Section 4.14 which shall survive for a period of 4 months after the Closing Dateindefinitely. Notwithstanding the foregoing, any representation or warranty, and the indemnification obligations with respect thereto, that would otherwise terminate in accordance with this Section 9.01 shall continue to survive, if notice of a claim shall have been timely given under Section 9.04 on or prior to such termination date, until such claim has been satisfied or otherwise resolved as provided in this Article IX.

Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of the parties hereto or the results of any such investigation, and notwithstanding the participation of the parties in each Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties, and the representations and warranties contained in Article IV and Article V, and the indemnification obligations of Buyer and Seller with respect thereto, shall survive each Closing for a period of 24 12 months, except for (a) the representations and warranties contained in Section 4.11 4.14 (Intellectual Property Rights) and 4.13 4.16 (Regulatory Compliance) which shall survive the Closing Date for a period of five years after the Final Closing Date, (b) the representations and warranties contained in Sections 4.01 (Incorporation; Power and Authority), 4.02 (Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets), 4.16 4.22 (Brokerage) and 5.05 (Brokerage) which shall survive indefinitely and (c) the representations and warranties contained in Section 4.14 4.17 (Insurance) which shall survive for a period of 4 months after the Final Closing Date. Notwithstanding the foregoing, any representation or warranty, and the indemnification obligations with respect thereto, that would otherwise terminate in accordance with this Section 9.01 shall continue to survive, if notice of a claim shall have been timely given under Section 9.04 on or prior to such termination date, until such claim has been satisfied or otherwise resolved as provided in this Article IX.