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

Survival of Certain Representations, Warranties and Covenants. The representations and warranties of the Seller and the Purchaser made in this Agreement or any Other Transaction Agreement, and all Claims with respect thereto, shall terminate on the date that is twelve (12) months from the Closing Date, except that (a) the Acquired Company Specified Representations, the Seller Specified Representations, the Purchaser Specified Representations, and all Claims with respect thereto, shall terminate on the date that is five (5) years from the Closing Date and (b) the representations and warranties of the Seller contained in Section 4.13 (Taxes), and all Claims with respect thereto, shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions thereof). All of the covenants and agreements of the Parties in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all Claims with respect thereto, shall terminate on the date that is nine (9) months from the Closing Date; provided, however, that the covenants and agreements contained in Section 6.03 (Tax Matters), and all Claims with respect thereto, shall survive until sixty (60) days after the expiration of the applicable statute of limitation (including any extensions thereof); provided, further, however, that Section 8.04 shall survive the Closing indefinitely or until the latest date permitted by applicable Law. All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the Closing, and all Claims with respect thereto, shall survive for the period (i) provided in such covenants and agreements, if any, or until performed in accordance with their respective terms plus (ii) an additional thirty (30) days. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 9.03(a) with respect to indemnification under Section 9.01(a) or Section 9.02(a) shall have been given in accordance with Section 11.01 within the applicable survival period, the representations, warranties, covenants or agreements that are the subject of such indemnification Claim shall survive with respect to such Claim Notice until it is finally and fully resolved. The Parties expressly agree that the provisions of this Section 8.01 shall operate as a contractual statute of limitations.

Survival of Certain Representations, Warranties and Covenants. The representations Except for Sections 3.01, 3.02, 3.04(a), 3.05 and warranties of the Seller and the Purchaser made in this Agreement or any Other Transaction Agreement3.11, and all Claims with respect thereto, which shall terminate on survive until the date that is twelve two (12) months from the Closing Date, except that (a) the Acquired Company Specified Representations, the Seller Specified Representations, the Purchaser Specified Representations, and all Claims with respect thereto, shall terminate on the date that is five (52) years from following the Closing Date and (b) Tier One Closing, the representations and warranties of the Seller contained Sellers set forth in Section 4.13 (Taxes)this Agreement and the representations of the Purchaser, and all Claims with respect thereto, shall survive until the date that is eighteen (18) months following the Tier One Closing until sixty (60) days after together the expiration of the applicable statute of limitations (including any extensions thereof“Surviving Representations”). All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the each Closing, and all Claims with respect thereto, shall terminate on the date that is nine eighteen (918) months from the applicable Closing Date; provided, however, that the covenants and agreements contained in Section 6.03 (Tax Matters), and all Claims with respect thereto, shall survive until sixty (60) days after the expiration of the applicable statute of limitation (including any extensions thereof); provided, further, however, that Section 8.04 shall survive the Closing indefinitely or until the latest date permitted by applicable Law. All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the applicable Closing, and all Claims with respect thereto, shall survive for until the period date that is ninety (i90) provided days following the last date that a Party is required to take any action or refrain from taking any action in such covenants accordance therewith; provided, however, that Section 7.04 and agreements, if any, Section 10.03 shall survive the Tier Two Closing indefinitely or until performed in accordance with their respective terms plus (ii) an additional thirty (30) daysthe latest date permitted by applicable Law. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 9.03(a8.03(a) with respect to indemnification under Section 9.01(a8.01(a) or Section 9.02(a8.02(a) shall have been given in accordance with Section 11.01 10.02 within the applicable survival period, the representations, warranties, covenants or agreements that are the subject of such indemnification Claim shall survive with respect to such Claim Notice until it is finally and fully resolved. The Parties expressly agree that the provisions of this Section 8.01 7.01 shall operate as a contractual statute of limitations.

Survival of Certain Representations, Warranties and Covenants. The representations and warranties of the Seller and the Purchaser made in this Agreement or any Other Transaction Agreement, and all Claims with respect theretothereto contained in Section 3.01 (first sentence only), Section 3.02, Section 3.08(a), Section 3.08(b) (first sentence only), Section 3.09 and Section 3.22 (the "Seller Fundamental Representations") and Section 4.01 (first sentence only) and Section 4.09 (the "Buyer Fundamental Representations") shall terminate on the date that is four (4) years following the Closing Date. The representations and warranties and all Claims with respect thereto contained in Section 3.16 shall terminate on the date that is three (3) years following the Closing Date. The representations and warranties and all Claims with respect thereto contained in Section 3.18 and Section 3.19 (the "Seller Tax Representations") shall terminate on the date that is ninety (90) days following the expiration of the statute of limitations with respect to the applicable Tax Return. All other representations and warranties and all Claims with respect thereto contained in this Agreement shall terminate on the date that is twelve (12) months from following the Closing Date, except that (a) the Acquired Company Specified Representations, the Seller Specified Representations, the Purchaser Specified Representations, and all Claims with respect thereto, shall terminate on the date that is five (5) years from the Closing Date and (b) the representations and warranties of the Seller contained in Section 4.13 (Taxes), and all Claims with respect thereto, shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions thereof). All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all Claims with respect thereto, shall terminate on the date that is nine three (93) months from following the Closing Date; provided, however, that the covenants and agreements contained in Section 6.03 (Tax Matters), and all Claims with respect thereto, shall survive until sixty (60) days after the expiration of the applicable statute of limitation (including any extensions thereof); provided, further, however, that Section 8.04 shall survive the Closing indefinitely or until the latest date permitted by applicable Law. All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the Closing, and all Claims with respect thereto, shall survive for the period (i) provided in such covenants and agreements, if any, or until performed in accordance with their respective terms plus (ii) an additional thirty (30) days. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 9.03(a) with respect to indemnification under Section 9.01(a) or Section 9.02(a) shall have been given in accordance with Section 11.01 within the applicable survival period, the representations, warranties, covenants or agreements that are the subject of such indemnification Claim shall survive with respect to such Claim Notice until it is finally and fully resolvedterms. The Parties expressly agree that the provisions of this Section 8.01 7.01 shall operate as a contractual statute of limitations. Notwithstanding anything to the contrary contained in this Agreement, any breach of any representation, warranty, covenant or agreement or any Claim with respect thereto, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences of this Section 7.01 if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been properly given pursuant to this Agreement at or prior to the time at which such representation, warranty, covenant or agreement or Claim with respect thereto would otherwise expire pursuant to this Section 7.01.

Survival of Certain Representations, Warranties and Covenants. The representations and warranties of (a) the Seller Sellers contained in Article III and the Purchaser made in this Agreement or any Other Transaction Agreement, Article IV and all Claims with respect thereto, thereto shall terminate on the date that is twelve (12) months from the Closing Date and (b) the Purchaser contained in Article V and all Claims with respect thereto shall terminate on the date that is twelve (12) months from the Closing Date, except that that, (a) (i) the Acquired Company Specified Seller Fundamental Representations, the Seller Specified Representations, (ii) the Purchaser Specified Representations, Fundamental Representations and (iii) all Claims with respect thereto, to clauses (i) and (ii) above shall terminate on the date that is five (5) years from the Closing Date and (b) the representations and warranties of the Seller contained in Section 4.13 4.12 (Taxes), Tax Matters) and all Claims with respect thereto, thereto shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations limitation (including any extensions thereof). All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all Claims with respect thereto, shall terminate on the date that is nine (9) months from after the Closing Date; provided, however, provided that the covenants and agreements contained in Section 6.03 (Tax Matters), and all Claims with respect thereto, ) shall survive until sixty (60) days after the expiration of the applicable statute of limitation (including without giving effect to any extensions suspension or extension thereof); provided, further, however, that Section 8.04 shall survive the Closing indefinitely or until the latest date permitted by applicable Law. All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the Closing, and all Claims with respect thereto, shall survive for the period (iA) provided in such covenants and agreements, if any, or until performed in accordance with their respective terms plus (iiB) an additional thirty (30) days. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 9.03(a) with respect to indemnification under Section 9.01(a) or Section 9.02(a) shall have been given in accordance with Section 11.01 within the applicable survival period, the representations, warranties, covenants or agreements that are the subject of such indemnification Claim shall survive with respect to such Claim Notice until it is finally and fully resolved. The Parties expressly agree that the provisions of this Section 8.01 shall operate as a contractual statute of limitations.

Survival of Certain Representations, Warranties and Covenants. The representations and warranties of the Seller and the Purchaser made in this Agreement or any Other Transaction Agreement, and all Claims with respect thereto, shall terminate on the date that is twelve (12) months from the Closing Date, except that (a) the Acquired Company Specified Representations, the Seller Specified Representations, the Purchaser Specified Representations, and all Claims with respect thereto, shall terminate on the date that is five (5) years from the Closing Date and (b) the representations and warranties of the Seller contained in Section 4.13 (Taxes)4.13, and all Claims with respect thereto, shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions thereof). All of the covenants and agreements of the Parties in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all Claims with respect thereto, shall terminate on the date that is nine (9) months from the Closing Date; provided, however, that the covenants and agreements contained in Section 6.03 (Tax Matters)6.03, and all Claims with respect thereto, shall survive until sixty (60) days after the expiration of the applicable statute of limitation (including any extensions thereof); provided, further, however, that Section 8.04 shall survive the Closing indefinitely or until the latest date permitted by applicable Law. All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the Closing, and all Claims with respect thereto, shall survive for the period (i) provided in such covenants and agreements, if any, or until performed in accordance with their respective terms plus (ii) an additional thirty (30) days. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 9.03(a) with respect to indemnification under Section 9.01(a) or Section 9.02(a) shall have been given in accordance with Section 11.01 within the applicable survival period, the representations, warranties, covenants or agreements that are the subject of such indemnification Claim shall survive with respect to such Claim Notice until it is finally and fully resolved. The Parties expressly agree that the provisions of this Section 8.01 shall operate as a contractual statute of limitations.