Survival of Representations and Warranties and Pre-Closing Covenants. Subject to Section 8.4(b), each representation or warranty contained in this Agreement, and the covenants and agreements of the Parties in this Agreement that do not expressly survive the Closing, will survive the execution and delivery of this Agreement and remain in full force and effect until the date that is 24 months after the Closing Date (the “General Indemnity Survival Date”), at which time such representation, warranty, covenant, and agreement will expire and terminate and no indemnification obligation will be associated therewith or based thereon; provided, however that the Seller Fundamental Representations survive for six years after the Closing Date and the representations and warranties set forth in Section 3.5 survive until the expiration of the statute of limitations applicable to the underlying subject matter of such representations and warranties, plus 30 days.
Survival of Representations and Warranties and Pre-Closing Covenants. The covenants, representations and warranties that are covered by the indemnification obligations under Article IX shall (a) survive the Closing and (b) shall expire on the date that is twenty-four (24) months after the Closing Date; provided, however, that (i) the representations and warranties contained in Section 3.2(j) (Tax Matters) and Section 3.2(p) (Employee Benefit Plans) shall expire on the sixtieth (60th) day following the expiration of the applicable statute of limitations, (ii) the representations and warranties contained in Section 3.2(u) (Environmental) shall expire on the date that is seven (7) years after the Closing Date, (iii) the representations and warranties contained in Section 3.1(a) (Ownership), Section 3.1(b) (Organization and Authorization), Section 3.2(a) (Organization, Qualification and Authority), Section 3.2(b) (Authorization of Transaction), and Section 3.2(d) (Capitalization) shall survive the Closing indefinitely, and (iv) if a Buyer Indemnified Party or Seller Indemnified Party, as applicable, delivers to the other party, before expiration of a representation or warranty, a notice of any claim for indemnification under this Article IX based upon a breach of such representation or warranty (a “Claim Notice”), then the applicable representation or warranty shall survive until, and only for purposes of, the resolution of the matter covered by such Claim Notice.
Survival of Representations and Warranties and Pre-Closing Covenants. All covenants or agreements that are covered by the indemnification obligation under Section 9.1.1 and Section 9.2.1, and any indemnification obligations arising therefrom, shall survive the Closing and shall expire in accordance with their terms and all representations and warranties that are covered by the indemnification obligation under Section 9.1.2 and Section 9.2.2 shall (a) survive the Closing and (b) shall expire on the date that is twenty-one (21) months after the Closing Date; provided, however, that (x) if a Buyer Indemnified Party or Seller Indemnified Party, as applicable, delivers to the other party, before expiration of a covenant, agreement, representation or warranty, a Claim Notice based upon a breach of such covenant, agreement, representation or warranty, then the applicable covenant, agreement, representation or warranty shall survive until, and only for purposes of, the resolution of the matter covered by such Claim Notice and (y) after the Closing, the sole recourse with respect to any representation, warranty or covenant of Seller or the Company shall be recovery against Indemnification Escrow Cash as provided herein and under the Escrow Agreement.
