REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained herein and in any certificate delivered pursuant hereto, none of the parties to this Agreement are making any representation or warranty whatsoever in connection with the Contemplated Transactions, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of their properties or assets. It is understood that, except as otherwise specified in this Agreement (including the schedules and exhibits hereto) and except to the extent included within or incorporated into the Disclosure Letter, any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to any party to this Agreement or to any other Person are not and will not be deemed to be or to include representations or warranties of any party to this Agreement. All representations and warranties in this Agreement and any certificate delivered pursuant hereto will terminate (i) twenty four months after the Closing, in the case of those representations and warranties contained in Sections 6.8, 6.14, 7.8, 7.14, 8.8 and 8.14 (and related statements in certificates delivered pursuant hereto), and (ii) twelve months after the Closing, in the case of all other representations and warranties contained in this Agreement (and related statements in certificates delivered pursuant hereto), provided in each case that such termination will not affect any written claim as to which notification has been provided to the other parties prior to the date of such termination describing in reasonable detail an alleged breach of a representation and warranty on the basis of identified facts and circumstances. All covenants and other obligations contained in this Agreement and the other Transaction Documents not fully performed prior to the Closing will survive the Closing indefinitely until fully performed (unless an earlier termination date is expressly provided in such covenant).
REPRESENTATIONS; SURVIVAL. Except for the express representations and warranties contained in Sections 3, 4, 5 and 6 and in any certificate delivered pursuant to this Agreement, none of the parties to this Agreement are making any representation or warranty whatsoever, express or implied, including but not limited to any implied warranty or representation as to condition, merchantability or suitability, as to any of the properties or assets of the Reid Xxxpanies or the Suiza Companies. It is understood that, except as otherwise specified in this Agreement and except to the extent included within or incorporated into the Disclosure Letter, any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations provided or addressed to any party to this Agreement or any other Person are not and shall not be deemed to be or to include representations or warranties of any party to this Agreement. Except as otherwise provided in this Section 12.1, all representations and warranties in this Agreement and any other certificate or document delivered pursuant to this Agreement will terminate eighteen months after the Closing; provided, however, that (a) if any breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.8, 3.10, 3.11, 3.12 or 3.16 or in Sections 4.1, 4.2, 4.8, 4.10, 4.11, 4.12 or 4.16 constitutes a violation of any Legal Requirement, then such representations and warranties and any claim for indemnification applicable to such a violation shall survive for the applicable statute of limitation with respect thereto; and (b) with respect to the representations and warranties set forth in Sections 3.3, 3.13(a), 3.19, 4.3, 4.13(a), 4.13A, 4.19 and 4.23, such representations and warranties and any claim for indemnification with respect thereto will survive until the expiration of the applicable statute of limitations.
REPRESENTATIONS; SURVIVAL. The foregoing representations, warranties and agreements shall survive any Put Closing and the issuance of the shares of Common Stock thereby.
