Survival and Expiration. The obligations of non-disclosure and restrictions on use contained in this Article 8 shall survive for a period of five (5) years from the expiration or termination of the remaining provisions of this Agreement.
Survival and Expiration. The respective representations, warranties, covenants and agreements of the Company and each Purchaser set forth in this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or prior to the Closing Date) shall survive the Closing and the consummation of the transactions contemplated hereby.
Survival and Expiration. (a) Each of the representations and warranties of Parent contained in this Agreement and of the Company contained in this Agreement shall survive until the later of (i) the date that is twelve (12) months following the Closing Date and (ii) the date on which Parent files its Annual Report on Form 10-K for the fiscal year ended December 31, 2017; provided that the representations and warranties set forth in Sections 3.2(a) (Organization Standing and Power), 3.2(b)(i), 3.2(b)(ii), 3.2(b)(iii), 3.2(b)(iv)(A) (Authority; No Breach of Agreement), 3.2(c) (Capital Stock), 3.2(s) (State Takeover Laws), 3.2(w) (Brokers and Finders), 3.3(a) (Organization Standing and Power), 3.3(b)(i), 3.3(b)(ii), 3.3(b)(iii)(A) (Authority; No Breach of Agreement), 3.3(c) (Capital Stock), 3.3(l) (Brokers and Finders) and 3.3(m) (Merger Consideration) (collectively, the “Specified Representations”) shall survive for a period of three (3) years following the Closing; and, provided, further, that the representations and warranties for Taxes shall survive as provided in Section 8.4(b). The covenants and agreements of Parent and the Company which by their terms do not contemplate performance after the Closing shall survive until the later of (i) the date that is twelve (12) months following the Closing Date and (ii) the date on which Parent files its Annual Report on Form 10-K for the fiscal year ended December 31, 2017. All covenants and agreements of Parent and the Company contained in this Agreement which by their terms contemplate performance after the Closing shall survive until sixty (60) days after the expiration of all applicable statutes of limitations (taking into account all extensions thereof). All claims for indemnifiable Losses arising from any Willful Misconduct of a Party (including any employee of such Party), any Affiliate of such Party or any Company Stockholder shall survive until sixty (60) days after the expiration of all applicable statutes of limitations (taking into account all extensions thereof). It is the express intent of the Parties that, if an applicable survival period as contemplated by this Section 7.1 is shorter or longer than the statute of limitations that would otherwise have been applicable, then, by contract, the applicable statute of limitations shall be reduced or lengthened, as applicable, to the shortened or lengthened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 7.1 for th...
Survival and Expiration. All of the representations, warranties, and covenants of Seller and Purchaser set forth in this Agreement will survive the consummation of the transactions contemplated by this Agreement for a period of one year following the Closing Date and shall thereafter terminate, unless a notice of claim (in accordance with Section 14.1, below), has previously been given. Upon the issuance of a notice of claim, the representation, warranty, or covenant with respect to which the notice of claim was given will thereafter continue to survive with respect to all matters covered by the notice of claim until fully resolved.
