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

Survival of Representations and Warranties and Covenants. 9.5.1 The representations and warranties of the Purchaser and the Seller contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing solely for the purposes of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; except that (a) the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.6, and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser shall survive the Closing and remain in effect indefinitely; (b) the representations and warranties contained in Section 4.10 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time; and (c) the representations and warranties contained in Section 4.19 shall survive the Closing and such representations and warranties shall terminate at 11:59 p.m. on the date that is six (6) years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof.

Survival of Representations and Warranties and Covenants. 9.5.1 (a) The representations and warranties of the Purchaser and Sellers or the Seller Company contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing solely until the eighteen month anniversary thereof; provided, that, for the purposes of Article 9 and the R&W Insurance Policy, such representations and warranties shall terminate at 11:59 p.m. on survive for the date that is eighteen (18) months after applicable survival period set forth in such policy solely with respect to the Closing Dateavailable coverage under such policy; except provided, however, that (aA) the representations and warranties contained in Sections 4.1made pursuant to Section 3.01, 4.2Section 3.02, 4.3Section 3.04, 4.6Section 3.06, Section 4.01(a), Section 4.02, Section 4.03(a) and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and remain in effect indefinitely; (bB) the representations and warranties contained in Section 4.10 4.13 shall survive until the Closing third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until 30 days after performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the applicable statute of limitations with respect to survival period set forth in this Section 9.01, then the matter to which the claim relates, as such limitation period may be extended from time to time; and (c) the applicable representations and warranties contained in Section 4.19 warranties, covenants and/or agreements (as the case may be) shall survive the Closing and as to such representations and warranties shall terminate at 11:59 p.m. on the date that is six (6) years after the Closing Date. Any claim for indemnification with respect to any of only until such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofhas been finally resolved or adjudicated.

Survival of Representations and Warranties and Covenants. 9.5.1 (a) The representations and warranties of the Purchaser and the Seller Sellers contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing solely for the purposes of Article 9 IX and such representations and warranties shall terminate at 11:59 p.m. the close of business on the date that is eighteen (18) 12 months after the Closing Date; except provided, however, that (ai) the representations and warranties contained in Sections 4.1, 4.2, -4.3, 4.64.7, 4.16(g), 4.16(h), 4.21, and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser Article V shall survive the Closing and remain in effect indefinitelyuntil the expiration of the statute of limitations for written contracts; (bii) the representations and warranties contained in Section 4.10 4.11 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations with respect to the matter to last day on which the claim relates, as such limitation period any Tax may be extended from time to time; validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (ciii) the representations and warranties contained in Section 4.19 4.20 shall survive the Closing and such representations and warranties shall terminate at 11:59 p.m. remain in effect until the close of business on the date that is six (6) three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof.

Survival of Representations and Warranties and Covenants. 9.5.1 (a) The representations and warranties of the Purchaser and the Seller Sellers contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing solely for the purposes of Article 9 X and such representations and warranties shall terminate at 11:59 p.m. the close of business on the date that is eighteen (18) months after the Closing Date; except provided, however, that (ai) the representations and warranties contained in Sections 4.14.19 and 4.25 shall terminate on the date that is sixty (60) months after the Closing Date, 4.2(ii) the representations and warranties contained in Sections, 4.3, 4.64.4, 4.7, 4.13, 4.19(i) and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser 4.24 shall survive the Closing and remain in effect indefinitely; (biii) the representations and warranties contained in Section 4.10 4.23 shall survive the Closing until 30 days after the expiration terminate as of the applicable statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to timeClosing; and (civ) the representations and warranties contained in Section 4.19 4.11 shall survive the Closing and such representations and warranties shall terminate at 11:59 p.m. on the date that is six (6) years until 90 days after the Closing Dateexpiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any other Governmental Body or Specified Governmental Body against a Company or a Subsidiary or any of its properties. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof.

Survival of Representations and Warranties and Covenants. 9.5.1 The representations and warranties of the Purchaser and the Seller Sellers contained in this Agreement or in any instrument delivered pursuant hereto shall each survive the Closing solely for the purposes a period of Article 9 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen (18) months after the Closing Date; nine months, except that for (a) the representations and warranties contained made in Section 4.15, which shall survive the Closing for a period of three years, (b) the representations and warranties made in Sections 4.14.4(b), 4.24.5(b) and 4.26, 4.3, 4.6, and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser which shall survive the Closing and remain in effect indefinitely; (b) the representations and warranties contained in Section 4.10 shall survive the Closing until 30 days after the expiration of the applicable statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time; and (c) the representations and warranties contained made in Section 4.19 4.14, which shall survive the Closing until the applicable statute of limitations has commenced and such representations and warranties shall terminate at 11:59 p.m. on the date that is six expired (6) years after the Closing Dategiving effect to any extensions thereof). Any claim for indemnification hereunder with respect to any alleged inaccuracy of such matters which any representation or warranty that is not asserted by notice given as herein provided relating thereto in this Agreement within such specified the applicable period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification The representations and warranties of a Loss asserted within such period the Company shall not survive the Closing and the Sellers hereby release and waive, effective as of survival as herein provided will be timely made for purposes hereofthe Closing Date, any right of indemnity or contribution from the Company and its Subsidiaries under or with respect to this Agreement. The covenants and other agreements contained in this Agreement shall survive the Closing indefinitely or until the date or dates specified therein.

Survival of Representations and Warranties and Covenants. 9.5.1 The All of the representations and warranties of the Purchaser and the Seller contained in this Agreement or in any instrument delivered pursuant hereto shall survive Article III above (excluding the Closing solely for the purposes of Article 9 and such representations and warranties contained in Section 3.11, which shall terminate at 11:59 p.m. on the date that is eighteen (18) months survive 90 days after the Closing Date; except that (a) expiration of the applicable statue of limitations, and the representations and warranties contained in Sections 4.13.2(a) and 3.4, 4.2, 4.3, 4.6, and 4.12.1, with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser which shall survive the Closing indefinitely), and remain all of the representations and warranties of the Buyer contained in effect indefinitely; Article IV above (b) excluding the representations and warranties contained in Section 4.10 4.2(a), which shall survive the Closing until 30 days indefinitely), shall survive the Closing hereunder and continue in full force and effect for a period of eighteen (18) months thereafter (the “Survival Period”) and no Person may seek indemnification under this Article VII with respect to a breach of a representation or warranty after the expiration of the Survival Period. The Parties’ respective covenants and agreements to be performed at or after the Closing Date contained in this Agreement shall survive indefinitely unless otherwise set forth herein; provided, however, that any such survival shall not be deemed, directly or indirectly, to affect the Survival Period applicable statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time; and (c) the representations and warranties contained in Section 4.19 shall survive the Closing and such representations and warranties shall terminate at 11:59 p.m. on the date that is six (6) years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereofwarranties.

Survival of Representations and Warranties and Covenants. 9.5.1 7.4.1 The representations and warranties of the Purchaser and the Seller contained in this Agreement or in any instrument delivered pursuant hereto shall survive the Closing solely for the purposes of this Article 9 7 and such representations and warranties shall terminate at 11:59 p.m. on the date that is eighteen twelve (1812) months after the Closing Date; except provided, however, that (ai) the representations and warranties contained in Sections 4.1Section 3.2 (Authorization of Agreement), 4.2, 4.3, 4.6Section 3.6 (Ownership and Transfer of Shares), and 4.12.1Section 3.19 (Environmental Matters), with respect to Seller, and Sections 5.1 and 5.2 with respect to Purchaser shall survive the Closing and remain in effect indefinitely; and (bii) the representations and warranties contained in Section 4.10 3.10 (Certain Tax Matters) shall survive the Closing until 30 and remain in effect for the period ending sixty (60) days after the expiration of the applicable relevant statute of limitations with respect to the matter to which the claim relates, as such limitation period may be extended from time to time; and (c) the representations and warranties contained in Section 4.19 shall survive the Closing and such representations and warranties shall terminate at 11:59 p.m. on the date that is six (6) years after the Closing Datelimitations. Any claim for indemnification with respect to any of such matters which is not asserted by notice given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time. Any claim for indemnification of a Loss asserted within such period of survival as herein provided will be timely made for purposes hereof.