Representations and Warranties of the Company and the Stockholder Representative. All representations and warranties of the Company and the Stockholder Representative 70 contained herein or in any document, certificate or other instrument required to be delivered hereunder in connection with the transactions contemplated hereby shall survive the Closing and shall expire on the date that is fifteen (15) months after the Closing Date (the “Escrow Period”) and all remedies exercisable by a Parent Indemnified Party hereunder with respect to those representations and warranties will terminate on the expiration of the Escrow Period; provided that, if any claim for indemnification has been asserted with respect to an inaccuracy or a breach of such representations and warranties prior to the end of the Escrow Period, such claim shall survive and continue in effect until final resolution of such claim. Notwithstanding the foregoing, the representations and warranties set forth in (a) Sections 4.2 (Capitalization), 4.3 (Company Subsidiaries), 4.5 (Authority) and 4.6(a) (No Conflict with Company Organizational Documents) shall survive the Closing and expire immediately after the expiration of the applicable statute of limitations, (b) Section 4.13 (Taxes) shall survive the Closing and expire ninety (90) days after the expiration of the applicable statute of limitations and (c) Section 4.19 (Intellectual Property) shall survive the Closing and expire on the date that is twenty-four (24) months after the Closing Date, and all remedies exercisable by a Parent Indemnified Party hereunder with respect to those representations and warranties in subsections (a), (b) or (c) will terminate on the expiration of applicable period; provided that, if any claim for indemnification has been asserted with respect to an inaccuracy or a breach of such representations and warranties prior to the end of the applicable period, such claim shall survive and continue in effect until final resolution of such claim (such representations and warranties in subsections (a), (b) and (c) hereof being referred to as the “Extended Representations”). The survival periods set forth in this Section 12.1 are intended to operate only as the time periods within which a Parent Indemnified Party must deliver written notice of a Parent Claim, and following such delivery, such Parent Indemnified Party shall be entitled to pursue its available remedies with respect thereto pursuant to the provisions of and subject to the limitations in this Agreement regardless of the survival periods set f...
Representations and Warranties of the Company and the Stockholder Representative. All representations and warranties of the Company and the Stockholder Representative contained herein or any certificate required to be delivered by the Company pursuant to Sections 11.1(a), (l) and (p) shall survive the Closing and shall continue until 12 months after the Effective Time (the “Escrow Period”), provided that if any claims for indemnification have been asserted with respect to an inaccuracy or a breach of such representations and warranties prior to the end of the Escrow Period, such claims shall survive and continue in effect until final resolution of such claims.
