Survival; Effect of Materiality Qualifiers; Losses. (a) The representations and warranties of Seller Parent and Buyer contained in this Agreement and the certificates delivered at Closing pursuant to Section 10.2(e)(ii) and Section 10.3(d)(ii) shall survive the Closing for the period set forth in this Section 12.1. All representations and warranties contained in this Agreement (except for the Seller Fundamental Representations and the Buyer Fundamental Representations) and all claims with respect thereto under this Article XII shall terminate on the date that is fifteen (15) months after the Closing Date. All Seller Fundamental Representations and the representations and warranties set forth in Section 4.16 (Tax Matters), and all Buyer Fundamental Representations, and all claims with respect thereto under this Article XII shall terminate on the date that is thirty (30) days after the expiration of the relevant statutory period of limitations applicable to the underlying claim. All claims with respect to the covenants of Sellers and Buyer which by their terms do not contemplate performance after the Closing or more than fifteen (15) months after the Closing Date shall terminate on the date that is fifteen (15) months after the Closing Date. All claims with respect to the covenants of Sellers and Buyer which by their terms contemplate performance beyond fifteen (15) months after the Closing Date shall survive until expiring on the six (6) month anniversary of the date such covenant is performed or observed in accordance with its terms. In the event that notice of any claim for indemnification under this ARTICLE XII has been given pursuant to Section 12.4 or Section 12.5, as the case may be, within the applicable survival period, the representations and warranties or covenants that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved, and no Proceeding shall be required to be commenced in connection therewith in order for such claim to so survive. It is the intention of the Parties that the survival periods and termination date set forth in this Section 12.1 supersede any statute of limitations applicable to such representations and warranties and covenants or claim with respect thereof.
Survival; Effect of Materiality Qualifiers; Losses. (a) The representations and warranties of Seller Parent and Buyer contained in this Agreement and the certificates delivered at Closing pursuant to Sections 10.2(c)(ii) and 10.3(d)(ii) shall survive the Closing and the consummation of the Transactions and continue for a period of eighteen (18) months after the Closing Date, at which time they shall expire. Notwithstanding the foregoing, the representations and warranties of Seller Parent contained in Sections 4.1 (Qualification; Organization), 4.2 (Authority; Binding Effect), 4.3(a)(i) and 4.3(b) (No Conflicts; Consents), 4.5 (Title to Assets), 4.10(c) (Material Contracts) (to the extent such representation and warranty relates to any Key IP Contract), and 4.22 (Brokers) and of Buyer contained in Sections 5.1 (Qualification; Organization), 5.2 (Authority; Binding Effect), 5.3(a) (No Conflicts; Consents) and 5.9 (Brokers) shall survive the Closing and the consummation of the Transactions until the third anniversary of the Closing Date, at which time they shall expire, and the representations and warranties of Seller Parent contained in Sections 4.7(b), (c) and (d) (Employee Benefits), and Section 4.14 (Tax Matters) shall survive the Closing and the consummation of the Transactions until sixty (60) calendar days following the expiration of the statute of limitations applicable to the underlying matters covered by such provision, at which time they shall expire. In the event that notice of any claim for indemnification under this Article XII has been given pursuant to Section 12.4 or Section 12.5, as the case may be, within the applicable survival period, the representations and warranties that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. It is the intention of the Parties that the survival periods and termination date set forth in this Section 12.1 supersede any statute of limitations applicable to such representations and warranties or claim with respect thereof.
Survival; Effect of Materiality Qualifiers; Losses. (a) The representations, warranties and covenants of Seller and Buyer contained in this Agreement shall survive the Closing for the period set forth in this Section 11.1. All representations and warranties contained in this Agreement and all claims with respect thereto shall terminate upon the date that is [***] after the Closing Date; provided, however, that the representations and warranties contained in [***] (collectively, the “Fundamental Representations”), shall survive the Closing [***] and the representations and warranties contained in Section 4.10 (Tax Matters) shall survive the Closing until [***]. All claims with respect to the covenants of Seller and Buyer (i) which by their terms do not contemplate performance after the Closing shall terminate upon the date that is [***] after the Closing Date, and (ii) which by their terms contemplate performance after the Closing, shall terminate upon the last date upon which each such covenant could be fully performed. In the event that notice of any claim for indemnification under this Article XI has been given pursuant to Section 11.4 or Section 11.5, as the case may be, within the applicable survival period, the representations and warranties or covenants that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. It is the intention of the Parties that the survival periods and termination date set forth in this Section 11.1 supersede any statute of limitations applicable to such representations and warranties and covenants or claim with respect thereof.
Survival; Effect of Materiality Qualifiers; Losses. (a) All representations and warranties contained in this Agreement and all claims with respect thereto shall terminate upon the eighteen (18) month anniversary of the Closing Date; provided, however, that the Buyer Fundamental Representations, the Seller Fundamental Representations and the representations and warranties set forth in Section 4.12(d) (Certain Activities Relating to Bribery), Section 4.15 (Employee Benefits), Section 4.17 (Tax Matters) and Section 4.20 (Environmental Matters) shall survive until the later of the sixth (6th) anniversary of the Closing Date and sixty (60) days following the expiration of the applicable statute of limitations. All claims with respect to the covenants which by their terms do not contemplate performance after the Closing shall terminate upon the first (1st) anniversary of the Closing Date. All claims with respect to the covenants which by their terms contemplate performance after the Closing shall terminate sixty (60) days following full performance of such covenants in accordance with their terms. In the event that notice of any claim for indemnification under this Article XII has been given pursuant to Section 12.4 or Section 12.5, as the case may be, within the applicable survival period, the representations and warranties or covenants that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved. It is the intention of the Parties that the survival periods and termination dates set forth in this Section 12.1 supersede any statute of limitations applicable to such representations and warranties and covenants or any claim with respect thereof.
