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

Survival of Representations and Warranties, Covenants and Agreements. (a) The representations and warranties of the Seller contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that (i) Section 3.1 (Organization of the Seller), Section 3.2 (Authorization, Validity and Enforceability), Section 3.3 (No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 (Title to Shares), Section 3.13(c) (Environmental Matters), and Section 3.22 (No Brokers), which shall survive indefinitely, and Section 3.19 (Tax Matters), which shall survive until sixty (60) days after the expiration of the applicable statute of limitations. (b) Any covenants or agreements of the Seller to be performed after the Closing, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed. (c) The representations and warranties of the Buyer contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that the representations and warranties set forth in Section 4.1 (Organization of the Buyer), Section 4.2 (Authorization, Validity and Enforceability), Section 4.3 (No Conflicts) and Section 4.5 (No Brokers), shall survive indefinitely. (d) Any covenants or agreements to be performed by the Buyer after the Closing Date, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed.

Survival of Representations and Warranties, Covenants and Agreements. (a) The representations and warranties of the Seller contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that (i) Section 3.1 the representations and warranties set forth in Sections 4.1 (Organization of the Seller), Section 3.2 4.2 (Authorization, Validity and EnforceabilityAuthorization of Transaction), Section 3.3 4.3(b) (No ConflictsNoncontravention), Section 3.5 4.5 (Organization and Qualification of the Company; No SubsidiariesBrokers’ Fees), Section 3.6 4.6 (Capitalization The Interests), 5.1 (Organization, Qualification and Corporate Power of the Company), Section 3.7 and 5.2 (Title to Shares), Section 3.13(cCapitalization and Subsidiaries) (Environmental Matters), and Section 3.22 (No Brokers), which hereof shall survive indefinitely, (ii) the representations and warranties set forth in Section 3.19 5.19 (Tax Matters), which Employee Benefit Plans and Programs) shall survive until sixty (60) days after the expiration applicable statutes of limitations (including extensions), and (iii) the applicable statute of limitationsrepresentations and warranties set forth in Section 8.1 (Tax Representations) shall survive as provided for in Section 8.6. (b) Any covenants or agreements of the Seller to be performed after the Closing, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed. (c) The representations and warranties of the Buyer contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that the representations and warranties set forth in Section 4.1 Sections 6.1 (Organization of the BuyerOrganization), Section 4.2 6.2 (Authorization, Validity and EnforceabilityAuthorization of Transaction), Section 4.3 6.3(a) (No ConflictsNoncontravention) and Section 4.5 6.8 (No Brokers’ Fees), shall survive indefinitely. (d) Any covenants or agreements to be performed by the Buyer after the Closing Date, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed.

Survival of Representations and Warranties, Covenants and Agreements. (a) The right to bring claims for indemnification under Sections 9.01(a)(i) and 9.01(c)(i) shall survive until the earlier of (a) 18 months following the Closing Date and (b) 90 days after completion of the first audited financial statements that include the Company and a period on or after the Closing Date of not less than 9 months, except that claims for breach of any of the representations and warranties contained in (i) Section 3.12 (Employee Benefit Matters) shall terminate at the close of business on the fifth anniversary of the Seller Closing Date; (ii) Sections 3.15 (Environmental Matters) and 4.10 (Environmental Matters) shall terminate at the close of business on the date that is two years after the Closing Date, and (i) Sections 2.01 (Organization; Standing), 2.02 (Authorization), 2.03 (Ownership of Shares), 2.05 (Authorization; Enforceability), 3.01 (Organization; Authority and Qualification), 3.02 (Capitalization; Subsidiaries), 3.03 (Authorization; Enforceability), 4.01 (Organization; Authority), 4.02 (Capitalization; Subsidiaries), 4.03 (Authorization; Enforceability) and 4.18 (Closed Payment System) (those representations and warranties set forth in the Sections referenced in this clause (i), collectively, the “Fundamental Representations“) shall survive indefinitely. (b) None of the covenants and agreements contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) monthsClosing, except that for Sections 5.08(b) (i) Section 3.1 (Organization of the SellerTitle Fees), Section 3.2 (Authorization, Validity and Enforceability), Section 3.3 (No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 (Title to Shares), Section 3.13(c5.09(b) (Environmental Financing Matters), ) and Section 3.22 5.10 (No Brokers), which shall survive indefinitely, Replacement of Guaranties) and Section 3.19 those covenants and agreements (including Article VII (Tax Matters) and this Article IX (Indemnification), which shall survive until sixty (60) days after the expiration of the applicable statute of limitations. (b) Any covenants that by their terms apply or agreements of the Seller are to be performed in whole or in part after the Closing, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performedDate. (c) The representations Company shall be jointly and warranties severally liable with Purchaser for all obligations of the Buyer contained in Purchaser under this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that the representations and warranties set forth in Section 4.1 (Organization of the Buyer), Section 4.2 (Authorization, Validity and Enforceability), Section 4.3 (No Conflicts) and Section 4.5 (No Brokers), shall survive indefinitelyArticle IX. (d) Any covenants For purposes of the limitations on indemnity in Sections 9.01(b) and 9.01(d), any indemnification for breaches of Section 5.16 (Notice) shall be treated as if it is indemnification under Section 9.01(a)(i) or agreements to be performed by Section 9.01(c)(i), as the Buyer after the Closing Datecase may be, shall survive for one (1rather than Section 9.01(a)(ii) year after the date on which such post-Closing covenant or agreement was required to have been performed9.01(c)(ii).

Survival of Representations and Warranties, Covenants and Agreements. (a) Except as set forth in Section 6.01(b), the representations and warranties contained in or made pursuant to this Agreement, and all claims with respect thereto, shall survive the Closing until the twelve (12) month anniversary of the Closing Date and thereupon expire. Each of the covenants and agreements contained herein that contemplates performance after the Closing shall survive the Closing and continue in full force and effect in accordance with their respective terms. (b) The representations and warranties of the Seller contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that (i) or made pursuant to Section 3.1 2.01 (Organization of the Sellerand Power), Section 3.2 2.02 (AuthorizationSubsidiaries), Validity Section 2.04 (Ownership and Control) and Section 2.21 (Brokers) (the “Company Fundamental Representations”), Section 3.01 (Power), Section 3.02 (Execution and Enforceability), Section 3.3 3.04 (No ConflictsOwnership) and Section 3.06 (Brokers) (the “Seller Fundamental Representations”), Section 3.5 4.01 (Organization and Qualification Power), Section 4.02 (Execution and Enforceability), Section 4.04 (Capitalization) and Section 4.06 (Brokers) (the “Buyer Fundamental Representations”) shall survive the Closing indefinitely. Claims for indemnification for breach of the Company; No Subsidiaries), ’s representations and warranties set forth in Section 3.6 2.06 (Capitalization of the Company), “Tax Representations”) and under Section 3.7 6.02(d) may be asserted until the date that is thirty (Title to Shares), Section 3.13(c) (Environmental Matters), and Section 3.22 (No Brokers), which shall survive indefinitely, and Section 3.19 (Tax Matters), which shall survive until sixty (6030) days after the expiration of the applicable statute of limitations. (b) Any covenants limitations applicable to the Tax or agreements of the Seller taxable period to be performed after the Closing, shall survive for one (1) year after the date on which such post-Closing covenant representation or agreement was required to have been performedclaim relates, and thereupon expire. (c) The representations and warranties of Subject to the Buyer contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that the representations and warranties limitations set forth in this Article VI, in the event that notice of any claim for indemnification under Section 4.1 (Organization 6.02 or Section 6.03 has been timely given in accordance with Section 6.05 or Section 6.06, as applicable, prior to the expiration of the Buyer)applicable survival period set forth above, Section 4.2 (Authorizationthe representations, Validity warranties, covenants and Enforceability)indemnities that are the subject of such indemnification claim shall, Section 4.3 (No Conflicts) and Section 4.5 (No Brokers)subject to the limitations set forth in this Article VI, shall survive indefinitelywith respect to such claim until such time as such claim is finally resolved. (d) Any covenants or agreements to be performed by the Buyer after the Closing Date, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed.

Survival of Representations and Warranties, Covenants and Agreements. (a) The Except as set forth below, all of the representations and warranties of the Seller Company and the Sellers contained in this Agreement shall survive the Closing hereunder for a period of eighteen until the date that is thirty-six (1836) monthsmonths after the Closing Date; provided, except however, that (ia) the representations and warranties of the Company set forth in Section 3.1 3.01 (Organization of the Seller), Section 3.2 (Authorization, Validity and Enforceability), Section 3.3 (No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 3.02 (Title to SharesAuthorization of Transaction; Binding Effect), Section 3.13(c) 3.04 (Environmental MattersCapitalization), Section 3.05 (Subsidiaries) and Section 3.22 (No BrokersExtent of the Assets), which and of the Sellers set forth in and Section 4.03 (Ownership of Interests) shall survive indefinitely, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and shall continue in full force and effect without time limit; and (b) the representations and warranties of the Company set forth in Section 3.19 3.11 (Tax Matters), which Section 3.16 (Labor Matters) and Section 3.17 (Employee Benefits) shall survive until sixty (60) days after the expiration execution and delivery of this Agreement and the consummation of the applicable statute transactions contemplated hereby and shall continue in full force and effect for a period thereafter ending on the seventh (7th) anniversary of limitations. the Closing Date (the “Fundamental Representation Expiration Date”). The representations and warrants described in clauses (a) and (b) Any covenants or agreements of the Seller to be performed after the Closingthis Section, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed. (c) The representations and warranties of the Buyer contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that other than the representations and warranties set forth in Section 4.1 (Organization Sections 3.16 and 3.17, are referred to collectively as the “Fundamental Representations”. All of the Buyer), Section 4.2 (Authorization, Validity representations and Enforceability), Section 4.3 (No Conflicts) and Section 4.5 (No Brokers), warranties of Buyer shall survive indefinitely. the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby and shall continue in full force and effect for the period of thirty-six (d36) Any months immediately following the Closing. All covenants or and agreements of the Company, the Sellers and Buyer contained this Agreement that are to be performed by in whole prior to the Buyer Closing shall survive the closing until the date that is twelve (12) months after the Closing Date. All covenants and agreements of the Company, the Sellers and Buyer contained in this Agreement that are to be performed in whole or in part after the Closing shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performedin accordance with their respective terms.

Survival of Representations and Warranties, Covenants and Agreements. (a) The representations and warranties of the Seller contained and Buyer made in this Agreement Agreement, or any other Transaction Document, and the provisions of Section 7.4(b), shall survive the Closing hereunder for a period Date and continue in full force and effect until the expiration of eighteen fifteen (1815) months, except that months from the Closing Date. The covenants and agreements of Seller and Buyer made in this Agreement (iother 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 3.1 (Organization of the Seller9.2(a)(ii), Section 3.2 (Authorization, Validity and Enforceabilityiii), (v) and (vi) shall continue and survive indefinitely and those set forth in Section 3.3 9.2(a)(iv) shall continue and survive for twenty-four (24) months after the Closing Date. No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 (Title to Shares), Section 3.13(c) (Environmental Matters), and Section 3.22 (No Brokers), which shall survive indefinitely, and Section 3.19 (Tax Matters), which shall survive until sixty (60) days claim or proceeding may be commenced after the expiration of the applicable statute survival periods with respect to any alleged breach of limitations. (b) Any covenants or agreements of the Seller to be performed after the Closing, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed. (c) The representations and warranties of the Buyer contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that the representations and warranties or Section 7.4(b) or Section 9.2(a)(iv), provided that the indemnification obligations set forth in Section 4.1 (Organization this Article IX with respect to the foregoing shall not terminate with respect to any item as to which any Buyer Indemnified Party or Seller Indemnified Party shall have, before the expiration of the Buyer)applicable survival period, Section 4.2 (Authorizationpreviously made a claim in writing pursuant to this Article IX and, Validity and Enforceability)if applicable, Section 4.3 (No Conflicts) and Section 4.5 (No Brokers)the Escrow Agreement, shall survive indefinitelysetting forth in reasonable detail the grounds for indemnification hereunder. (d) Any covenants or agreements to be performed by the Buyer after the Closing Date, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed.