Common use of Survival of Claims Clause in Contracts

Survival of Claims. All representations and warranties of Seller and Buyer contained herein and all claims for breaches of pre-Closing covenants in Article 5 shall survive until the one year anniversary of the Closing Date; provided, however, that the representations and warranties contained in Section 3.1 (Organization and Good Standing), Section 3.2(a) (Authority), Section 3.3 (Capitalization), Section 3.9 (Taxes), Section 4.1 (Organization of Buyer), and Section 4.2(a) (Authority) (collectively, the “Fundamental Reps”) and all claims for breach of any other covenant shall survive the Closing indefinitely (except for the representations and warranties contained in Section 3.9 (Taxes), which shall survive until 30 days past the applicable statute of limitations, and the representations and warranties contained in Section 3.10 (Employees and Employee Benefits), which shall survive until the third anniversary of the Closing Date). The right to indemnification based on such representations, warranties, covenants, agreements and obligations herein will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement or obligation.

Survival of Claims. All representations and warranties of Parent, Seller and Buyer contained herein and all claims for breaches of pre-Closing covenants in Article 5 shall survive until the one year anniversary of the Closing Date; provided, however, that the representations and warranties contained in Section 3.1 (Organization and Good Standing), Section 3.2(a) (Authority), Section 3.3 (Capitalization), Section 3.9 (Taxes), Section 4.1 (Organization of Buyer), and Section 4.2(a) (Authority) (collectively, the “Fundamental Reps”) and all claims for breach of any other covenant shall survive the Closing indefinitely (except for the representations and warranties contained in Section 3.9 3..9 (Taxes), which shall survive until 30 days past the applicable statute of limitations, and the representations and warranties contained in Section 3.10 (Employees and Employee Benefits), which shall survive until the third anniversary of the Closing Date). The right to indemnification based on such representations, warranties, covenants, agreements and obligations herein will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement or obligation.

Survival of Claims. All representations and warranties of Parent, Seller and Buyer contained herein and all claims for breaches of pre-Closing covenants in Article 5 shall survive until the one year anniversary of the Closing Date; provided, however, that the representations and warranties contained in Section 3.1 (Organization and Good Standing), Section 3.2(a) (Authority), Section 3.3 (Capitalization), Section 3.9 (Taxes), Section 4.1 (Organization of Buyer), and Section 4.2(a) (Authority) (collectively, the “Fundamental Reps”) and all claims for breach of any other covenant shall survive the Closing indefinitely (except for the representations and warranties contained in Section 3.9 (Taxes), which shall survive until 30 days past the applicable statute of limitations, and the representations and warranties contained in Section 3.10 (Employees and Employee Benefits), which shall survive until the third anniversary of the Closing Date). The right to indemnification based on such representations, warranties, covenants, agreements and obligations herein will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement or obligation.