Common use of Survival of Agreements, Representations and Warranties Clause in Contracts

Survival of Agreements, Representations and Warranties. All of the covenants and agreements contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein and any investigation at any time made by or on behalf of Purchasers and shall be perpetual, provided, however, that any covenants or agreements that are expressly limited in duration pursuant to the terms thereof shall survive only for such specified duration. All of the representations and warranties contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein any investigation at any time made by or on behalf of Purchasers for the following periods: (a) The representations and warranties set forth in Subsections 3.01, 3.02 and 3.03 shall be perpetual and without expiration; (b) Unless a claim has been asserted with respect thereto on or before the expiration of five (5) years after the date hereof, the representations and warranties set forth in Subsection 3.29 shall expire and be of no further force and effect after such date; (c) Unless a claim has been asserted with respect thereto on or before the expiration of the applicable statute of limitations for any tax claim or liability, the representations and warranties set forth in Subsection 3.11 shall expire and be of no further force and effect at the end of the applicable statute of limitations for such tax claim or liability; and (d) Unless a claim has been asserted with respect thereto on or before the expiration of two (2) years after the date hereof, all other representations and warranties of Sellers provided herein or contemplated hereby, including but not limited to the representations and warranties set forth in Section 3 hereof other than as referenced above shall expire and be of no further force and effect after said two-year period. Notwithstanding the foregoing provisions, the Sellers joint and several obligation to indemnify Purchasers pursuant to Section 9 hereof shall continue for the applicable statute of limitations with respect to any claim involving fraud on the part of any Seller, and any representation and warranty that is the subject of such claim shall survive for such period.

Survival of Agreements, Representations and Warranties. All of the covenants and agreements contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers Purchaser and shall be perpetual, ; provided, however, that any covenants or agreements that are expressly limited in duration pursuant to the terms thereof shall survive the Closing only for such specified duration. All of the representations and warranties contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers Purchaser for the following periods: (a) The representations and warranties set forth in Subsections 3.013.02 (Authority), 3.02 3.03 (Shares), 3.11 (Taxes), 3.26 (Assets), and 3.03 3.30 (Broker) shall be perpetual and without expiration; (b) Unless a claim has been asserted with respect thereto on or before the expiration of five (5) years after the date hereofapplicable statute of limitations, the representations and warranties set forth in Subsection Subsections 3.21 (Compliance with the Law), 3.24 (Employee Benefit Plans), and 3.29 shall expire (Environmental Matters), and be of no further force and effect after such date; (c) Unless a claim has been asserted with respect thereto on or before the expiration of the applicable statute of limitations for any tax claim or liabilityreaffirmation thereof at Closing, the representations and warranties set forth in Subsection 3.11 shall expire and be of no further force and effect at the end of the applicable statute of limitations for such tax claim or liability; and; (dc) Unless a claim has been asserted with respect thereto on or before the expiration of two (2) years after the date hereofClosing Date, all other representations and warranties of Sellers the Seller provided herein or contemplated hereby, including but not limited to the representations and warranties set forth in Section 3 hereof other than as referenced above above, and any reaffirmation thereof at Closing, shall expire and be of no further force and effect after said two-two year period. Notwithstanding the foregoing provisions, the Sellers Seller’s joint and several obligation to indemnify Purchasers Purchaser pursuant to Section 9 13 hereof shall continue for the applicable statute of limitations with respect to any claim involving fraud intentional misrepresentation by or on behalf of the part of any SellerSeller or the Company, and any representation and warranty that is the subject of such claim shall survive for such period.

Survival of Agreements, Representations and Warranties. All of the covenants and agreements contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers Purchaser and shall be perpetual, ; provided, however, that any covenants or agreements that are expressly limited in duration pursuant to the terms thereof shall survive the Closing only for such specified duration. All of the representations and warranties contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers Purchaser for the following periods: (a) The representations and warranties set forth in Subsections 3.013.02 (Authority), 3.02 3.03 (Shares), 3.11 (Taxes), 3.26 (Assets), and 3.03 3.30 (Broker) shall be perpetual and without expiration; (b) Unless a claim has been asserted with respect thereto on or before the expiration of five (5) years after the date hereofapplicable statute of limitations, the representations and warranties set forth in Subsection Subsections 3.21 (Compliance with the Law), 3.24 (Employee Benefit Plans), and 3.29 shall expire (Environmental Matters), and be of no further force and effect after such date; (c) Unless a claim has been asserted with respect thereto on or before the expiration of the applicable statute of limitations for any tax claim or liabilityreaffirmation thereof at Closing, the representations and warranties set forth in Subsection 3.11 shall expire and be of no further force and effect at the end of the applicable statute of limitations for such tax claim or liability; and; (dc) Unless a claim has been asserted with respect thereto on or before the expiration of two (2) years after the date hereofClosing Date, all other representations and warranties of Sellers provided herein or contemplated hereby, including but not limited to the representations and warranties set forth in Section 3 hereof other than as referenced above above, and any reaffirmation thereof at Closing, shall expire and be of no further force and effect after said two-two year period. Notwithstanding the foregoing provisions, the Sellers joint and several obligation to indemnify Purchasers Purchaser pursuant to Section 9 13 hereof shall continue for the applicable statute of limitations with respect to any claim involving fraud intentional misrepresentation by or on the part behalf of any SellerSeller or the Company, and any representation and warranty that is the subject of such claim shall survive for such period.

Survival of Agreements, Representations and Warranties. All of the covenants and agreements contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers Purchaser and shall be perpetual, ; provided, however, that any covenants or agreements that are expressly limited in duration pursuant to the terms thereof shall survive the Closing only for such specified duration. All of the representations and warranties contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers Purchaser for the following periods: (a) The representations and warranties set forth in Subsections 3.013.02 (Authority), 3.02 3.03 (Shares), 3.11 (Taxes), 3.23 (Assets), and 3.03 3.26 (Broker) shall be perpetual and without expiration; (b) Unless a claim has been asserted with respect thereto on or before the expiration of five (5) years after the date hereofapplicable statute of limitations, the representations and warranties set forth in Subsection 3.29 shall expire Subsections 3.19 (Compliance with the Law), 3.22 (Employee Benefit Plans), and be of no further force 3.25 (Environmental Matters), and effect after such date; (c) Unless a claim has been asserted with respect thereto on or before the expiration of the applicable statute of limitations for any tax claim or liabilityreaffirmation thereof at Closing, the representations and warranties set forth in Subsection 3.11 shall expire and be of no further force and effect at the end of the applicable statute of limitations for such tax claim or liability; and; (dc) Unless a claim has been asserted with respect thereto on or before the expiration of two (2) years after the date hereofClosing Date, all other representations and warranties of Sellers Seller provided herein or contemplated hereby, including but not limited to the representations and warranties set forth in Section 3 hereof other than as referenced above above, and any reaffirmation thereof at Closing, shall expire and be of no further force and effect after said two-two year period. Notwithstanding the foregoing provisions, the Sellers joint and several Seller’s obligation to indemnify Purchasers Purchaser pursuant to Section 9 13 hereof shall continue for the applicable statute of limitations with respect to any claim involving fraud intentional misrepresentation by or on the part behalf of any SellerSeller or the Company, and any representation and warranty that is the subject of such claim shall survive for such period.

Survival of Agreements, Representations and Warranties. All of the covenants and agreements contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers DYHP and shall be perpetual, ; provided, however, that any covenants or agreements that are expressly limited in duration pursuant to the terms thereof shall survive the Closing only for such specified duration. All of the representations and warranties contained in or made in connection with or pursuant to this Agreement shall survive the consummation of the transactions contemplated herein Closing and any investigation at any time made by or on behalf of Purchasers DYHP for the following periods: (a) The representations and warranties set forth in Subsections 3.013.02 (Authority), 3.02 3.03 (Shares), 3.11 (Taxes), 3.26 (Assets), and 3.03 3.30 (Broker) shall be perpetual and without expiration; (b) Unless a claim has been asserted with respect thereto on or before the expiration of five (5) years after the date hereofapplicable statute of limitations, the representations and warranties set forth in Subsection Subsections 3.21 (Compliance with the Law), 3.24 (Employee Benefit Plans), and 3.29 (Environmental Matters), and any reaffirmation thereof at Closing, shall expire and be of no further force and effect after at the end of the applicable statute of limitations for such dateclaim or liability; (c) Unless a claim has been asserted with respect thereto on or before the expiration of the applicable statute of limitations for any tax claim or liabilitytime period specified below, the all representations and warranties set forth in Subsection 3.11 shall expire of DYHP and be of no further force and effect at the end of the applicable statute of limitations for such tax claim or liability; and (d) Unless a claim has been asserted with respect thereto on or before the expiration of two (2) years after the date hereof, all other representations and warranties of Sellers Shareholder provided herein or contemplated hereby, including but not limited to the representations and warranties set forth in Section Sections 3 and 4 hereof other than as referenced above above, and any reaffirmation thereof at Closing, shall expire and be of no further force and effect after said two-year periodthe later of (a) eighteen months after the Closing Date and (b) 45 days after the Completion of DYHP’s audited financial statements for the March 31, 2006. Notwithstanding the foregoing provisions, the Sellers joint and several Shareholder’s obligation to indemnify Purchasers DYHP pursuant to Section 9 13 hereof shall continue for the applicable statute of limitations with respect to any claim involving fraud intentional misrepresentation by or on the part behalf of any SellerShareholder or DMI, and any representation and warranty that is the subject of such claim shall survive for such period.