Common use of Survival; Effect of Materiality Qualifiers Clause in Contracts

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties in this Agreement shall survive the Closing as follows: (i) the representations and warranties in Section 3.1 and Section 3.15, ARTICLE IV, Section 5.1 and Section 5.5 hereof shall survive the Closing indefinitely, (ii) the representations and warranties in Section 3.5 hereof shall survive the Closing and will not terminate until the date that is 30 days after the expiration of the applicable statute of limitations to the matters covered thereby, and (iii) all other representations and warranties in this Agreement shall survive the Closing and will not terminate for three (3) years following the Closing Date. (b) The covenants and agreements of the parties hereto contained in this Agreement shall, subject to the express terms thereof, survive the Closing indefinitely. (c) No claim for indemnification, reimbursement or any other remedy pursuant to Section 8.2 hereof may be brought with respect to breaches of representations or warranties contained herein after the applicable expiration date set forth in Section 8.1(a) hereof; provided, however, that if, prior to such applicable date, Parent shall have notified the Representatives in writing of a claim for indemnification under this ARTICLE VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE VIII notwithstanding such expiration date.

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties in this Agreement shall survive the Closing as follows: (i) the representations and warranties in Section 3.1 3.1, 3.15 and Section 3.15, ARTICLE IV, Section 5.1 and Section 5.5 hereof 4.5 shall survive the Closing indefinitely,; (ii) the representations and warranties in Section 3.5 hereof shall survive the Closing and will not terminate until the date that is 30 days after the expiration of the applicable statute of limitations to the matters covered thereby, ; and (iii) all other representations and warranties in this Agreement shall survive the Closing and will not terminate for three (3) years following the Closing Date. (b) The covenants and agreements of the parties hereto contained in this Agreement shall, subject to the express terms thereof, survive the Closing indefinitely. (c) No claim for indemnification, reimbursement or any other remedy pursuant to Section 8.2 hereof 7.2 or Section 7.3 may be brought with respect to breaches of representations or warranties contained herein after the applicable expiration date set forth in Section 8.1(a) hereof7.1(a); provided, however, that if, prior to such applicable date, Parent shall have notified Sellers or the Representatives Sellers shall have notified Parent in writing of a claim for indemnification under this ARTICLE VIII VII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE VIII VII notwithstanding such expiration date.

Survival; Effect of Materiality Qualifiers. (a) The representations and warranties in this Agreement shall survive the Closing as follows: (i) the representations and warranties in Section Sections 2.1 (Corporate Status), 2.2 (Authority), 2.4 (Ownership of Shares), 3.1 (Corporate Status, etc.) and Section 3.15, ARTICLE IV, Section 5.1 and Section 5.5 hereof 3.2 (Capitalization) shall survive the Closing indefinitely,; (ii) the representations and warranties in Sections 3.7 (Tax Matters) shall survive the Closing and will not terminate until 30 calendar days after the expiration of the statute of limitations applicable to the matters covered thereby; (iii) the representations and warranties in Section 3.5 hereof 3.16 (Environmental Matters) shall survive the Closing and will not terminate until the date that is 30 days after the expiration third anniversary of the applicable statute of limitations to the matters covered thereby, Closing Date; and (iiiiv) all other representations and warranties in this Agreement shall survive the Closing and will not terminate for three (3) years eighteen months following the Closing Date. (b) The covenants and agreements of the parties hereto contained in this Agreement shall, subject to the express terms thereof, survive the Closing indefinitely. (c) No claim for indemnification, reimbursement In determining (i) whether any representation or warranty in this Agreement was true and correct as of any other remedy pursuant particular date and (ii) the amount of any Covered Losses in respect of the failure of any such representation or warranty to Section 8.2 hereof may be brought with respect to breaches true and correct as of representations or warranties contained herein after the applicable expiration date set forth in Section 8.1(a) hereof; provided, however, that if, prior to such applicable any particular date, Parent shall have notified the Representatives in writing of a claim for indemnification under this ARTICLE VIII any qualification or limitation as to materiality (whether by reference to Material Adverse Effect or not formal legal action otherwise) contained in such representation or warranty shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this ARTICLE VIII notwithstanding such expiration datedisregarded.