Common use of Survival; Knowledge of Breach Clause in Contracts

Survival; Knowledge of Breach. (a) The representations and warranties contained in this Agreement and the Exhibits hereto, shall survive the Closing until April 1, 2005, except that (i) the representations and warranties contained in Section 5.16 (Taxes) shall survive the Closing until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such breached representation and warranty; (ii) the first and second sentences of Section 5.1 (Organization and Qualification) and the representations and warranties contained in Section 6.1 (Organization and Qualification), the representations and warranties contained in Sections 5.19 and 6.11 (Brokers), and the first sentence of Section 5.12 (Assets) shall survive the Closing indefinitely; and (iii) the representations and warranties contained in Section 5.11 (Intellectual Property) shall survive the Closing until the fourth anniversary thereof. The covenants contained in this Agreement shall survive the Closing until the fifth anniversary thereof; provided, however, that any covenants relating to Taxes shall survive until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such covenant. No claim may be made or suit instituted seeking indemnification pursuant to Section 8.2 for any breaches or inaccuracy in any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail is provided to an Indemnifying Party within the survival periods set forth in this Section 8.1(a).

Survival; Knowledge of Breach. The representations, warranties and covenants (ato the extent such covenants relate to the performance of obligations prior to the Closing) The representations and warranties contained in this Agreement and the Exhibits hereto, shall survive the Closing until April 1, 2005, except that (i) the representations and warranties contained in Section 5.16 (Taxes) shall survive the Closing until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such breached representation and warranty; (ii) the first and second sentences of Section 5.1 (Organization and Qualification) and the representations and warranties contained in Section 6.1 (Organization and Qualification), the representations and warranties contained in Sections 5.19 and 6.11 (Brokers), and the first sentence of Section 5.12 (Assets) shall survive the Closing indefinitely; and (iii) the representations and warranties contained in Section 5.11 (Intellectual Property) shall survive the Closing until the fourth anniversary thereof. The covenants contained in this Agreement shall survive the Closing until the fifth anniversary date that is 12 months after the Closing Date and shall thereupon expire, together with any right to indemnification for a breach or inaccuracy thereof (except for claims for indemnification asserted prior to the end of the applicable survival period set forth in this Section 8.1, which claims shall survive until final resolution thereof), and be of no further force or effect; provided, however, that any covenants relating to Taxes the representations and warranties contained in Sections 3.1 (Organization and Authority), 3.11 (Acquired Company Capital Stock), 3.15 (Brokers and Finders), and 4.1 (Organization and Authority of Buyer and German Buyer) and the first sentence of Section 3.6 (Title) shall survive the Closing until 60 days after the expiration of the relevant applicable statute of limitations applicable to claims made under Laws applicable to any such covenantand the representations and warranties contained in Sections 3.17 (Taxes) shall survive until the date that is five years after the Closing Date. No claim may be made or suit instituted seeking indemnification pursuant to Section 8.2 for any breaches or inaccuracy in any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail is provided to an Indemnifying Party within the survival periods set forth The covenants contained in this Section 8.1(a)Agreement that relate to the performance of obligations after the Closing shall survive the Closing for the periods contemplated by their terms.

Survival; Knowledge of Breach. (a) (i) The representations and warranties contained in this Agreement Agreement, other than those contained in Section 5.9 (Environmental), Section 5.11 (Intellectual Property), the first sentence of Section 5.13 (Assets), Section 5.16 (Taxes), Section 5.19 and Section 6.9 (Brokers) (such representations and warranties hereinafter referred to as the Exhibits hereto“Special Representations”), shall survive the Closing until April 1, 2005, except the date that is eighteen (i18) the representations and warranties contained in Section 5.16 (Taxes) shall survive months after the Closing until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such breached representation and warrantyDate; (ii) the first and second sentences of Section 5.1 (Organization and Qualification) and the representations and warranties contained in Section 6.1 (Organization and Qualification), the representations and warranties contained in Sections 5.19 and 6.11 (Brokers), and the first sentence of Section 5.12 (Assets) shall survive the Closing indefinitely; and (iii) the representations and warranties contained in Section 5.11 (Intellectual Property) shall survive the Closing until the fourth anniversary thereof. The date which is three (3) years after the Closing Date; (iii) the representations and warranties contained in Section 5.16 (Taxes) shall survive until 60 days following the expiration of the applicable statute of limitations; (iv) the representations and warranties contained in the first sentence of Section 5.13 (Assets), and Sections 5.19 and 6.9 (Brokers) shall survive the Closing indefinitely; (v) the representations and warranties contained in Section 5.9 (Environmental Matters) shall survive the Closing until the date which is five (5) years after the Closing Date; and (vi) the covenants contained in this Agreement shall survive the Closing until indefinitely except the fifth anniversary thereof; provided, however, that any covenants relating to Taxes shall survive until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such covenant. No claim may be made or suit instituted seeking indemnification pursuant to Section 8.2 for any breaches or inaccuracy in any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail is provided to an Indemnifying Party within the survival periods covenant set forth in this Section 8.1(a)7.2 (Conduct of Business) which shall survive the Closing until the date that is eighteen (18) months after the Closing Date.

Survival; Knowledge of Breach. (a) (i) The representations and warranties contained in this Agreement Agreement, other than those contained in Section 5.9 (Environmental), Section 5.11 (Intellectual Property), the first sentence of Section 5.13 (Assets), Section 5.16 (Taxes), Section 5.19 and Section 6.9 (Brokers) (such representations and warranties hereinafter referred to as the Exhibits hereto"Special Representations"), shall survive the Closing until April 1, 2005, except the date that is eighteen (i18) the representations and warranties contained in Section 5.16 (Taxes) shall survive months after the Closing until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such breached representation and warrantyDate; (ii) the first and second sentences of Section 5.1 (Organization and Qualification) and the representations and warranties contained in Section 6.1 (Organization and Qualification), the representations and warranties contained in Sections 5.19 and 6.11 (Brokers), and the first sentence of Section 5.12 (Assets) shall survive the Closing indefinitely; and (iii) the representations and warranties contained in Section 5.11 (Intellectual Property) shall survive the Closing until the fourth anniversary thereof. The date which is three (3) years after the Closing Date; (iii) the representations and warranties contained in Section 5.16 (Taxes) shall survive until 60 days following the expiration of the applicable statute of limitations; (iv) the representations and warranties contained in the first sentence of Section 5.13 (Assets), and Sections 5.19 and 6.9 (Brokers) shall survive the Closing indefinitely; (v) the representations and warranties contained in Section 5.9 (Environmental Matters) shall survive the Closing until the date which is five (5) years after the Closing Date; and (vi) the covenants contained in this Agreement shall survive the Closing until indefinitely except the fifth anniversary thereof; provided, however, that any covenants relating to Taxes shall survive until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such covenant. No claim may be made or suit instituted seeking indemnification pursuant to Section 8.2 for any breaches or inaccuracy in any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail is provided to an Indemnifying Party within the survival periods covenant set forth in this Section 8.1(a)7.2 (Conduct of Business) which shall survive the Closing until the date that is eighteen (18) months after the Closing Date.

Survival; Knowledge of Breach. (a) The representations representations, warranties and warranties contained in this Agreement and covenants (to the Exhibits hereto, shall survive extent such covenants relate to the Closing until April 1, 2005, except that (iperformance of obligations prior to the Closing) the representations and warranties contained in Section 5.16 (Taxes) shall survive the Closing until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such breached representation and warranty; (ii) the first and second sentences of Section 5.1 (Organization and Qualification) and the representations and warranties contained in Section 6.1 (Organization and Qualification), the representations and warranties contained in Sections 5.19 and 6.11 (Brokers), and the first sentence of Section 5.12 (Assets) shall survive the Closing indefinitely; and (iii) the representations and warranties contained in Section 5.11 (Intellectual Property) shall survive the Closing until the fourth anniversary thereof. The covenants contained in this Agreement shall survive the Closing until the fifth anniversary thereofdate that is fifteen (15) months after the Closing; provided, however, that any covenants relating to Taxes the representations and warranties contained in Sections 3.1 (Organization and Qualification), 3.2 (Authorization), 3.3 (Capitalization of the Acquired Companies) and 4.1 (Incorporation and Authority) shall survive the Closing indefinitely, the representations, warranties and covenants contained in Sections 3.15 (Taxes) and 7.5 (Tax Matters) shall survive the Closing until 60 days after the expiration of the relevant applicable statute of limitations applicable to claims made under Laws applicable to any such covenant(including all periods of extension and tolling), the representations and warranties contained in Section 3.18 (Environmental Matters) shall survive the Closing until the date that is five (5) years after the Closing Date and the representations and warranties contained in Section 3.20 (Employee Benefit Matters) shall survive the Closing until the date that is six (6) years after the Closing Date. No claim may be made or suit instituted seeking indemnification pursuant to Section 8.2 for any breaches or inaccuracy in any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail is provided to an Indemnifying Party within the survival periods set forth The covenants contained in this Section 8.1(a)Agreement which relate to the performance of obligations after the Closing shall survive the Closing for the periods contemplated by their terms.