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

Survival of Representations and Warranties, Covenants and Agreements. Each of the representations and warranties of the Parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the Parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the Parties or their agents for a period of eighteen (18) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach of any representation or warranty under this Agreement, may be brought, and no action with respect thereto may be commenced, and no Party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.27 or 3.28, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus ninety (90) days, or (iii) the claim relates to any representation or warranty in Sections 3.1, 3.2, 3.3 or 3.5, in which case the representation or warranty shall indefinitely survive the Closing. The covenants and agreements contained in, arising from, incident to or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party hereto expire on a specific date by the terms hereof.

Survival of Representations and Warranties, Covenants and Agreements. Each of the representations and warranties of the Parties parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the Parties parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the Parties parties or their agents for a period of eighteen (18) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach or falsity of any representation or warranty under this AgreementAgreement or any Ancillary Document, may be brought, and no action with respect thereto may be commenced, and no Party party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.27 3.10 or 3.283.25, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus ninety (90) days, or (iii) the claim relates to any representation or warranty in Sections 3.1, 3.2, 3.3 3.5 or 3.510.7, in which case the representation or warranty shall indefinitely survive the Closing. The covenants and agreements contained in, arising from, incident to or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party party hereto expire on a specific date by the terms hereof; provided, however, the survival period during which the Purchaser and/or the Parent may make claims under this Agreement for a Loss or Losses resulting from Excluded Liabilities shall be (x) eighteen (18) months after the Closing with respect to the Excluded Liabilities described in Sections 2.1(b)(ii)(H), 2.1(b)(ii)(I), 2.1(b)(ii)(J), and 2.1(b)(ii)(L), and (y) the expiration of the applicable statute of limitations period for the Excluded Liabilities described in Sections 2.1(b)(ii)(C), 2.1(b)(ii)(D), 2.1(b)(ii)(E) and 2.1(b)(ii)(K).

Survival of Representations and Warranties, Covenants and Agreements. Each The representations and warranties of Seller and Buyer made in this Agreement, or any other Transaction Document, and the provisions of Section 7.4(b), shall survive the Closing Date and continue in full force and effect until the expiration of fifteen (15) months from the Closing Date. The covenants and agreements of Seller and Buyer made in this Agreement (other than Section 7.4(b)) shall survive the Closing Date and continue in full force and effect in accordance with their respective terms. The indemnification obligations set forth in Section 9.2(a)(ii), (iii), (v) and (vi) shall continue and survive indefinitely and those set forth in Section 9.2(a)(iv) shall continue and survive for twenty-four (24) months after the Closing Date. No claim or proceeding may be commenced after the expiration of the applicable survival periods with respect to any alleged breach of the representations and warranties of or Section 7.4(b) or Section 9.2(a)(iv), provided that the Parties contained indemnification obligations set forth in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the Parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the Parties or their agents for a period of eighteen (18) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach of any representation or warranty under this Agreement, may be brought, and no action Article IX with respect thereto may be commenced, and no to the foregoing shall not terminate with respect to any item as to which any Buyer Indemnified Party or Seller Indemnified Party shall have any Liability or obligation with respect theretohave, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.27 or 3.28, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitationssurvival period, plus ninety (90) dayspreviously made a claim in writing pursuant to this Article IX and, or (iii) if applicable, the claim relates to any representation or warranty Escrow Agreement, setting forth in Sections 3.1, 3.2, 3.3 or 3.5, in which case reasonable detail the representation or warranty shall indefinitely survive the Closing. The covenants and agreements contained in, arising from, incident to or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party hereto expire on a specific date by the terms hereofgrounds for indemnification hereunder.

Survival of Representations and Warranties, Covenants and Agreements. Each of the representations and warranties of the Parties parties contained in this Agreement and in any Exhibitexhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the Parties parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the Parties parties or their agents for a period of eighteen fifteen (1815) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach or falsity of any representation or warranty under this AgreementAgreement or any Ancillary Document, may be brought, and no action with respect thereto may be commenced, and no Party party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.27 3.22, 3.26, 3.27, or 3.28, 3.30 in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus ninety (90) days, or (iii) the claim relates to any representation or warranty in Sections 3.1, 3.2, 3.3 or 3.5, in which case the representation or warranty shall indefinitely survive the Closing. The covenants and agreements contained in, arising from, incident to or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party party hereto expire on a specific date by the terms hereof.