Common use of Survival of Indemnification Rights Clause in Contracts

Survival of Indemnification Rights. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Seller contained in Article IV hereto shall survive the Closing and remain in full force and effect for a period of twenty-one (21) months following the Closing Date and, if a claims notice has been provided by such date, shall remain in full force and effect only with respect to the pending matters identified in such claims notice until final resolution thereof, except that (a) the following representations and warranties shall survive and remain in full force indefinitely: Section 4.1 (Organization and Good Standing), Section 4.3 (Authorization and Effect of Agreement), Section 4.6 (Capitalization of the Company), Section 4.7 (Ownership of the Shares), Section 4.8 (No Subsidiaries), and Section 4.23 (Environmental); and (b) claims for indemnification regarding the representations and warranties under Section 4.24 (Employee Benefits), and Section 4.27 (Taxes and Tax Returns), Section 4.30 (Indebtedness) and 4.35 (Export Control and Compliance) must be brought prior to the expiration of the applicable statute of limitations. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Purchaser contained in Article V hereto shall survive the Closing and remain in full force and effect indefinitely.

Survival of Indemnification Rights. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Seller contained Sellers in Article III and of the Company and Sellers in Article IV hereto shall survive the Closing and remain in full force and effect until the later of the Cut-Off Date and the resolution of any claim for indemnification with respect to which any Purchaser Indemnified Party has provided Sellers notice of a claim for indemnification pursuant to Section 9.3(a) prior to the Cut-Off Date; provided, however, the following representations and warranties shall survive and remain in full force and effect for the period indicated: (a) Section 3.8 (Ownership of twenty-one the Shares), Section 4.3 (21Capitalization of the Company), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) months following and Section 4.28 (No Misleading Statements), indefinitely; (b) Section 4.17 (Environmental), Section 4.19 (Employee Benefits) and Section 4.22 (Proprietary Rights), three (3) years; and (c) Section 3.9 (Withholding Tax) and Section 4.21 (Taxes and Tax Returns), until sixty (60) calendar days after expiration of the Closing Date andapplicable statute of limitations (including any extension thereof); and with respect to clauses (b) and (c), if a claims notice has been provided by such date, shall remain in full force and effect only with respect to the pending matters identified in such claims notice until final resolution thereof, except that (a) . The covenants and agreements of Sellers and the following representations and warranties Company contained in this Agreement shall survive and remain in full force indefinitely: Section 4.1 (Organization and Good Standing), Section 4.3 (Authorization and Effect of Agreement), Section 4.6 (Capitalization of the Company), Section 4.7 (Ownership of the Shares), Section 4.8 (No Subsidiaries), and Section 4.23 (Environmental); and (b) claims effect for indemnification regarding the representations and warranties under Section 4.24 (Employee Benefits), and Section 4.27 (Taxes and Tax Returns), Section 4.30 (Indebtedness) and 4.35 (Export Control and Compliance) must be brought prior to the expiration of the applicable statute of limitationsperiod specified therein, or if no such period is specified, indefinitely. Subject to the limitations and other The provisions of this Agreement, the representations and warranties of Purchaser contained in Article V hereto IX shall survive the Closing and remain in full force and effect indefinitelyfor so long as any other Section of this Agreement shall survive.

Survival of Indemnification Rights. Subject to the limitations and other provisions of this Agreement, the representations and warranties of Seller contained Sellers in Article III and of the Company and Sellers in Article IV hereto shall survive the Closing (unless Purchaser knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) and remain in full force and effect until the later of one (1) year after the Closing date and the resolution of any claim for indemnification with respect to which any Purchaser Indemnified Party has provided Sellers notice of a claim for indemnification pursuant to Section 9.3(a) prior to the expiration of such one (1) year period; provided, however, the following representations and warranties shall survive and remain in full force and effect for a the period indicated: (a) Section 3.8 (Ownership of twenty-one the Shares), Section 4.3 (21Capitalization of the Company), and Section 4.4 (Capitalization of the Subsidiaries; Other Interests), indefinitely; and (b) months following Section 4.21 (Taxes and Tax Returns), until sixty (60) calendar days after expiration of the Closing Date andapplicable statute of limitations (including any extension thereof); and with respect to clause (c), if a claims notice has been provided by such date, shall remain in full force and effect only with respect to the pending matters identified in such claims notice until final resolution thereof, except that (a) . The covenants and agreements of Sellers and the following representations and warranties Company contained in this Agreement shall survive and remain in full force indefinitely: Section 4.1 (Organization and Good Standing), Section 4.3 (Authorization and Effect of Agreement), Section 4.6 (Capitalization of the Company), Section 4.7 (Ownership of the Shares), Section 4.8 (No Subsidiaries), and Section 4.23 (Environmental); and (b) claims effect for indemnification regarding the representations and warranties under Section 4.24 (Employee Benefits), and Section 4.27 (Taxes and Tax Returns), Section 4.30 (Indebtedness) and 4.35 (Export Control and Compliance) must be brought prior to the expiration of the applicable statute of limitationsperiod specified therein, or if no such period is specified, indefinitely. Subject to the limitations and other The provisions of this Agreement, the representations and warranties of Purchaser contained in Article V hereto IX shall survive the Closing and remain in full force and effect indefinitelyfor so long as any other Section of this Agreement shall survive.