Common use of Survival; Knowledge Clause in Contracts

Survival; Knowledge. (a) The representations and warranties of Seller and Buyer in ARTICLE VI (other than the representations in Section 6.01(g) and Section 6.02(g)) and the covenants and agreements of Seller shall survive the Closing for a period of 12 months. Subject to the foregoing and as set forth in Section 12.09(b) and Section 12.09(c), the remainder of this Agreement shall survive the Closing without time limit. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim 39 asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnities in Section 12.02 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered on or before such termination date. (c) The indemnities in Section 12.04 shall terminate as of the second anniversary of the execution of this Agreement.

Survival; Knowledge. (a) The representations and warranties of Seller and Buyer Xxxxx in ARTICLE VI (other than the representations in Section 6.01(g6.01 (g) and Section 6.02(g)) and the covenants and agreements of Seller shall survive the Closing for a period of 12 months. Subject to the foregoing and as set forth in Section 12.09(b) and Section 12.09(c), the remainder of this Agreement shall survive the Closing without time limit. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim 39 asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnities in Section 12.02 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered on or before such termination date. (c) The indemnities in Section 12.04 shall terminate as of the second anniversary of the execution of this Agreement.

Survival; Knowledge. (a) The representations and warranties of Seller and Buyer in ARTICLE VI (other than the representations in Section 6.01(g) and Section 6.02(g)) and the covenants and agreements of Seller shall survive the Closing for a period of 12 24 months. Subject to the foregoing and as set forth in Section 12.09(b) and Section 12.09(c), the remainder of this Agreement shall survive the Closing without time limit. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim 39 asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnities in Section 12.02 0 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered on or before such termination date. (c) The indemnities in Section 12.04 shall terminate as of the second anniversary of the execution of this Agreement.

Survival; Knowledge. (a) The representations and warranties of Seller and Buyer in ARTICLE VI (other than the representations in Section 6.01(g) and Section 6.02(g)) and the covenants and agreements of Seller shall survive the Closing for a period of 12 months. Subject to the foregoing and as set forth in Section 12.09(b) and Section 12.09(c), the remainder of this Agreement shall survive the Closing without time limit. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim 39 asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date. (b) The indemnities in Section 12.02 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered on or before such termination date. (c) The indemnities in Section 12.04 shall terminate as of the second anniversary of the execution of this Agreement.