Common use of Survival of Certain Representations and Warranties Clause in Contracts

Survival of Certain Representations and Warranties. Other than (a) Sections 3.01 (Organization and Existence), 3.02 (Authorization), 3.09 (Ownership of Assets), 3.14 (Indebtedness of Seller), 3.16 (Brokers), 4.01 (Organization and Existence), 4.02 (Authorization) and 4.09 (Brokers) (collectively, the “Specified Representations”) which shall survive for a period of five (5) years after the Closing Date, (b) Section SECTION 3.11 (Taxes), which shall survive the Closing until the date that is ninety (90) days after the expiration of the applicable statute of limitations and (c) Sections 8.01(a)(iii), 8.01(a)(iv), 8.02(a)(iii) and 8.02(a)(iv), which shall survive the Closing indefinitely, all other representations, warranties, covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith) shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, that any claim made or asserted by a Person within the applicable survival period shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.

Survival of Certain Representations and Warranties. Other than (a) the representations and warranties provided in Sections 3.01 ‎3.01 (Organization and Existence), 3.02 ‎3.02 (Authorization), 3.09 (Ownership of Assets), 3.14 ‎3.14 (Indebtedness of Seller), 3.16 ‎3.19 (Brokers), 4.01 ‎3.20 (Exclusive Representations and Warranties), ‎4.01 (Organization and Existence), 4.02 ‎4.02 (Authorization), ‎4.08 (Investigation), ‎4.09 (Disclaimer Regarding Projections), ‎4.11 (Brokers) and 4.09 ‎4.12 (BrokersExclusive Representations and Warranties) (collectively, the “Specified Representations”) which shall survive for a period of five (5) years after the Closing Date, (b) Section SECTION 3.11 (Taxes), which shall survive the Closing until the date that is ninety (90) days after the expiration of the applicable statute of limitations and (c) Sections 8.01(a)(iii), 8.01(a)(iv), 8.02(a)(iii) and 8.02(a)(iv), which shall survive the Closing indefinitely, all other representations, warranties, covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith) shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, that (a) the representations provided in ‎Section 3.12 (Taxes) shall terminate as of and shall not survive the Closing Date and (b) the representations and warranties set forth in ‎Section 3.11 (Environmental Matters) shall survive until the date that is three (3) years following the Closing Date; provided, further, that any claim made or asserted by a Person within the applicable survival period shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.

Survival of Certain Representations and Warranties. Other than (a) Sections 3.01 (Organization and Existence), 3.02 (Authorization), 3.09 (Ownership of Assets), 3.14 (Indebtedness of Seller), 3.16 (Brokers), 4.01 (Organization and Existence), 4.02 (Authorization) and 4.09 (Brokers) (collectively, the “Specified Representations”) which shall survive for a period of five (5) years after the Closing Date, (b) Section SECTION 3.11 (Taxes), which shall survive the Closing until the date that is ninety (90) days after the expiration of the applicable statute of limitations and (c) Sections 8.01(a)(iii), 8.01(a)(iv), 8.02(a)(iii) and 8.02(a)(iv), which shall survive the Closing indefinitely, all other The representations, warranties, covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith) shall survive for a period of twelve eighteen (1218) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, except for (i) covenants and agreements that by their terms are to be performed after Closing, which shall survive until fully performed, (ii) Seller Specified Representations, and the representations and warranties contained in Section 4.06, which shall survive until the date that is sixty (60) days after the expiration of the applicable statute of limitations and (iii) the representations and warranties contained in Section 4.16, which shall survive for a period of thirty-six (36) months after the Closing Date, and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however that any claim made or asserted by a Person within the applicable survival period shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.

Survival of Certain Representations and Warranties. Other than (a) Sections 3.01 (Organization and Existence), 3.02 (Authorization), 3.09 (Ownership of Assets), 3.14 (Indebtedness of Seller), 3.16 (Brokers), 4.01 (Organization and Existence), 4.02 (Authorization) and 4.09 (Brokers) (collectively, the “Specified Representations”) which shall survive for a period of five (5) years after the Closing Date, (b) Section SECTION 3.11 (Taxes), which shall survive the Closing until the date that is ninety (90) days after the expiration of the applicable statute of limitations and (c) Sections 8.01(a)(iii), 8.01(a)(iv), 8.02(a)(iii) and 8.02(a)(iv), which shall survive the Closing indefinitely, all other representations, warranties, The covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which that by their terms are to be performed after ClosingClosing shall survive until fully performed, which (b) the covenants and agreements contained in this Agreement that by their terms are to be performed at or prior to Closing shall survive for a period of eighteen (18) months after the Closing Date, (c) the Seller Specified Representations (other than Section 4.08(a)) and the representations and warranties contained in Section 4.06 (the "Indemnifiable Reps") shall survive until the date that is ninety sixty (9060) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith) shall survive for a period expiration of twelve (12) months after the Closing Date maximum applicable statute of limitations, and there shall be no liabilities or obligations with respect thereto from and after such date, (d) the representations and warranties contained in Section 4.08(a) shall survive until the ten (10) year anniversary of the Closing Date, and (e) all other representations and warranties contained herein shall not survive the Closing; provided, however that any claim made or asserted by a Person within the applicable survival period shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.

Survival of Certain Representations and Warranties. Other than (a) Sections 3.01 (Organization and Existence), 3.02 (Authorization), 3.09 (Ownership of Assets), 3.14 (Indebtedness of Seller), 3.16 (Brokers), 4.01 (Organization and Existence), 4.02 (Authorization) and 4.09 (Brokers) (collectively, the “Specified Representations”) which shall survive for a period of five (5) years after the Closing Date, (b) Section SECTION 3.11 (Taxes), which shall survive the Closing until the date that is ninety (90) days after the expiration of the applicable statute of limitations and (c) Sections 8.01(a)(iii), 8.01(a)(iv), 8.02(a)(iii) and 8.02(a)(iv), which shall survive the Closing indefinitely, all other The representations, warranties, covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith, it being understood that the covenants set forth in Section 5.04 (Confidentiality; Publicity), Section 5.06 (Expenses) and Section 5.09 (Post-Closing Cooperation) shall survive indefinitely and the covenants set forth in Section 5.05 (Post-Closing Books and Records; Financial Statements), Section 5.07 (Employee Matters), Section 5.13 (Non-Solicitation) and Section 5.15 (Transition Services) shall survive for the time period set forth therein, plus ninety (90) days), shall survive for a period of twelve nine (129) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, that (a) the Seller Specified Representations shall survive for a period of six (6) years after the Closing Date and (b) the representations and warranties set forth in Section 3.14 shall survive for a period of ninety (90) days following the expiration of the applicable statute of limitations; provided, further, that any claim made or asserted by a Person (including pursuant to Section 8.01(a)) within the applicable survival period shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.