Common use of Survival and Notice Clause in Contracts

Survival and Notice. Notwithstanding Section 8.1 of the Merger Agreement, for purposes of this Agreement all representations and warranties of the Company in the Merger Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby and shall not be affected by any examination made for or on behalf of any party, the knowledge of any of such party's officers, directors, stockholders, employees, or agents, or the acceptance of any certificate or opinion. Notwithstanding the foregoing, with respect to the representations and warranties contained in Article 3 of the Merger Agreement, HK shall not be entitled to recover for any Loss pursuant to Section 7(b) unless written notice of a claim thereof is delivered to the Shareholders before the Applicable Limitation Date. For purposes of this Agreement, the term "Applicable Limitation Date" shall mean March 31, 2001; provided that the Applicable Limitation Date with respect to any Loss arising from or related to a breach of the representations and warranties of the Company set forth in Section 3.1 (Organization and Qualifications; Subsidiaries), 3.2 (Capitalization; Subsidiaries), 3.3 (Authority Relative to this Agreement), and 3.9 (Taxes) of the Merger Agreement shall be the date of expiration of the statute of limitations applicable to the statute, regulation or other authority which related to such Loss (including extensions or waivers thereof). All statements as to factual matters contained in any certificate or other instrument delivered at the Closing on behalf any Shareholder, the Company or its Subsidiaries shall be deemed to be representations and warranties by such party hereunder as of the Closing Date.