Survival; Limitation on Actions. (a) Subject to Section 11.4(b) and Section 11.4(c): (i) the Non-Fundamental Representations of Sellers (other than the Special Warranties, which shall survive until four (4) years after the Closing Date) shall survive Closing and terminate on the date twelve (12) months after the Closing Date; (ii) the Fundamental Representations in Section 3.4(b) shall survive the Closing indefinitely and all other Fundamental Representations shall survive the Closing and terminate on the expiration of the applicable statute of limitation; (iii) the covenants and agreements of Sellers to be performed on or prior to Closing shall each survive the Closing and terminate on the date six (6) months after the Closing Date; (iv) the covenants and agreements of Sellers to be performed after Closing shall survive the Closing and terminate on the date twenty-four (24) months after the Closing Date; provided, the covenants and agreements of Sellers contained in Section 2.6, Section 6.3, Section 9.1 shall survive the Closing and terminate on the expiration of the applicable statute of limitations; (v) the indemnification or reimbursement rights of the Purchaser Group in Section 11.3 shall survive the Closing and terminate on the termination date of each respective representation, warranty, covenant, or agreement of Sellers that is subject to indemnification thereunder; (vi) the covenants, representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents shall survive the Closing indefinitely, and (vii) the representations, warranties, covenants, and agreements of Sellers set forth in this Agreement and the other Transaction Documents shall be of no further force and effect, and Sellers shall not have any obligations hereunder, after the applicable date of their expiration; provided, however, there shall be no expiration or termination of any bona fide claim validly asserted pursuant to a valid Claim Notice pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to the expiration or termination date of the applicable survival period thereof.
Survival; Limitation on Actions. (a) Subject to Section 10.3(b) and Section 10.3(c), the indemnity rights and obligations of each Party under Section 10.1 and Section 10.2 with respect to:
Survival; Limitation on Actions. (a) Subject to Section 12.4(b) and except for Section 6.1: (i) all representations and warranties of Seller set forth herein and in the other Transaction Documents (including the corresponding representations and warranties given in the Closing Certificate) shall terminate and expire at Closing; (ii) the covenants and agreements of Seller to be performed on or prior to Closing shall terminate and expire at Closing; (iii) the covenants and agreements of Seller to be performed after Closing shall survive Closing and terminate when fully performed; (iv) the representations, and warranties of Purchaser set forth in this Agreement and the other Transaction Documents (including the corresponding representations and warranties given in Seller’s Closing Certificate) shall survive the Closing indefinitely; and (v) the covenants and agreements of Purchaser to be performed after Closing shall survive Closing and terminate when fully performed.
Survival; Limitation on Actions. Except as otherwise expressly ------------------------------- set forth in this Section 10.6, all of the terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall survive the Closing for a period of time equal to the lesser of (a) the applicable statute of limitations with respect to any Claim arising therefrom, or (b) four (4) years. Anything herein to the contrary notwithstanding, however, the applicable statute of limitations shall be the only limitation with respect to any Claim regarding tax matters or based on fraud. All of the terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns.
Survival; Limitation on Actions. Except as otherwise expressly set ------------------------------- forth in this Section 10.6, all of the terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall survive the Closing for a period of time equal to the lesser of (a) the applicable statute of limitations with respect to any Claim arising therefrom, or (b) four (4) years. Anything herein to the contrary notwithstanding, however: (i) the applicable statute of limitations shall be the only limitation with respect to any Claim regarding tax matters or based on fraud, (ii) subject to clause (i) immediately preceding, the representations and warranties of the Sellers set forth in Sections 4.1(f), 4.1(h), 4.1(i), 4.1(j), 4.1(k), 4.1(l), 4.1(q), 4.1(r), 4.1(s), 4.1(v), and 4.1(w) shall survive the Closing for a period of two (2) years. All of the terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
Survival; Limitation on Actions. The terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall survive the Closing in accordance with the terms set forth herein. All of the terms, provisions, covenants, representations, warranties, and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
Survival; Limitation on Actions. (a) Subject to Section 11.4(b), Section 11.4(c) and Section 11.4(d): (i) the Fundamental Representations and the corresponding representations and warranties given in the certificates delivered by Sellers at Closing pursuant to Section 8.2(e) shall survive the Closing and terminate on the date of the expiration of the applicable statute of limitations period; (ii) the representations and warranties of each Seller in Section 4.5 through Section 4.17 and the corresponding representations and warranties given in the certificates delivered by Sellers at Closing pursuant to Section 8.2(e) shall each survive the Closing and terminate on the date twelve (12) months after the Closing Date; (iii) the covenants and agreements of each Seller set forth in Section 6.3 shall each survive the Closing and terminate on the date nine (9) months after the Closing Date; (iv) the covenants and agreements of each Seller to be performed on or prior to Closing (other than the covenants set forth in Section 6.3 and Section 6.4) shall each survive the Closing and terminate on the date twelve (12) months after the Closing Date;
