Survival of Representations and Warranties; Limitations. (a) The representations and warranties of the Parties contained in this Agreement will survive the Closing Date and will remain in full force and effect thereafter for a period of *** (***) months and will be effective with respect to any claimed breach of the representations and warranties timely made pursuant to Section 7.4, after which period the representations and warranties of the Parties contained in this Agreement will terminate and be of no further force or effect. Notwithstanding the foregoing, the representations and warranties set forth in Section 4.1 (Organization and Corporate Power), Section 4.2 (Due Authorization), Section 4.3(a)(iii) (No Violation; Consents), Section 4.9 (Good and Valid Title), Section 4.16 (Tax Matters), Section 4.17 (Broker’s Fees), Section 5.1 (Organization and Corporate Power), Section 5.2 (Due Authorization), 5.3(a)(iii) (No Violation; Consents) and Section 5.8 (Broker’s Fees) will survive indefinitely (collectively, the “Fundamental Representations”); provided that Section 4.16 (Tax Matters) will survive only until the applicable statute of limitations has run.
Survival of Representations and Warranties; Limitations. (a) The representations and warranties of the Parties contained in this Agreement shall survive the Closing Date for a period of one (1) year.
Survival of Representations and Warranties; Limitations. (a) All representations and warranties in this Agreement shall survive the Closing for 18 months following the Closing Date, except that (i) the representations and warranties contained in Sections 4.1 through 4.5, the first sentence of Section 4.12 and Sections 5.1 through 5.5 shall survive the Closing, (ii) the representations and warranties contained in Sections 4.22 shall survive the Closing until the third annual anniversary of the Closing Date and (iii) the representations and warranties contained in Sections 4.11 and 4.21 shall survive the Closing until the sixth annual anniversary of the Closing Date (the “Survival Periods”). An Indemnifying Party shall not have any liability under this Article XIII with respect to the inaccuracy or breach of a representation or warranty unless a written claim for indemnification in accordance with Section 13.2 is given by the Indemnified Party to the Indemnifying Party with respect thereto within the applicable Survival Period.
Survival of Representations and Warranties; Limitations. Unless specified otherwise in this Agreement, the representations and warranties of Seller and Buyer in this Agreement shall survive the Closing for a period of 12 months, except for (i) those contained in Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3, which shall survive indefinitely, and (ii) those contained in Sections 3.7, 3.8, 3.11 and 3.12, which shall survive for the applicable statute of limitations. Seller and Buyer shall have no liability under Sections 9.1.1 and 9.2.1, respectively, unless a claim for Losses for which indemnification is sought thereunder is asserted by Buyer or Seller, as the case may be, within the applicable survival period. Seller shall have no liability under Section 9.1.1, and Buyer shall have no liability under Section 9.2.1, unless, and only to the extent that, the aggregate amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $70,000 (the "Deductible"); provided that the Deductible shall not apply to any Losses resulting from or arising out of Seller's breach of the representations and warranties contained in Sections 3.8 and 3.19.
Survival of Representations and Warranties; Limitations. The representations and warranties provided in Sections 6.3, 6.4, 6.6 and 6.7 or in any certificate delivered by Purchaser pursuant to this Agreement shall survive until the two-year anniversary of the Closing and thereafter only to the extent of claims for which a notice has been given on or before such date in accordance with the terms of this Agreement (the "Time Limitations"). The representations and warranties contained in Sections 5.3, 5.5, 5.6, 6.1, 6.2 and 6.5 shall survive until the expiration of the applicable statutes of limitations with respect thereto. In no event shall Purchaser be liable to Seller unless and until all claims for which Damages (as defined below) are recoverable hereunder by Seller exceed $100,000 (the "Basket"); provided, however, that once the level of Damages exceeds the amount of the Basket, Seller shall be entitled to receive the entire amount of such Damages. In the event that Seller is liable to Purchaser for Damages, Purchaser shall only be entitled to Damages up to $100,000 (the "Claims Limit"). Notwithstanding the foregoing, the Time Limitations, the Basket and the Claims Limit shall not apply to (i) fraud or (ii) any intentional misrepresentation or breach of a representation, warranty or covenant or (iii) Section 12.2(a)(2)(ii), Section 12.2(a)(2)(iii) or Section 12.2(a)(3)(ii).
Survival of Representations and Warranties; Limitations. The representations and warranties of the Seller and of the Purchaser contained in this Agreement shall survive the Closing, subject to the limitations in this Section 11.2.
Survival of Representations and Warranties; Limitations. (a) All representations and warranties of the parties hereto contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing hereunder for a period of eighteen (18) months after the Closing Date, except with respect to fraud or intentional misrepresentation, which shall survive for the relevant statute of limitations.
Survival of Representations and Warranties; Limitations. The representations, warranties and covenants set forth in this Agreement shall survive the Closing. Notwithstanding any provision of law which may apply to limit the right to bring an action for indemnification under this Article VIII, no party shall assert any claim for indemnification hereunder later than January 26, 2001, except for (i) claims relating to a breach of the representations contained in Sections 5.13, 5.14, and 5.15, which may not be asserted after June 30, 1999; and (ii) claims relating to noncompliance with the covenants and undertakings set forth in this Agreement or any document constituting a Schedule or an Exhibit hereto, which may be asserted at any time subject to applicable statutes of limitations in respect thereof, and any Tax claim under Section 10.12, which may be asserted until the later of (i) the date upon which the liability to which any such Tax claim may relate is barred by all applicable statutes of limitations and (ii) the date upon which any claim for refund or credit related to such Tax claim is barred by all applicable statutes of limitations.
Survival of Representations and Warranties; Limitations. All representations, warranties and covenants of all parties hereto (collectively “Representations”) will survive the execution of this Agreement (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing Date) and continue in full force and effect thereafter (subject to any applicable statue of limitations). To preserve any claim for a breach of a Representation, the party claiming breach must notify the other party of such claim in writing prior to the expiration of any applicable statute of limitations. Such written notice will specify in reasonable detail the facts giving rise to the claim and will contain a good faith estimate of the maximum amount of the claim, which estimate will not be binding or determinative. In no event will the indemnification obligations of any Member exceed One Million One Hundred Thousand Dollars ($1,100,000).
Survival of Representations and Warranties; Limitations. The representations, warranties and covenants set forth in this Agreement shall survive the Closing. Notwithstanding any provision of law which may apply to limit the right to bring an action for indemnification under this Section 10, no party shall assert any claim for indemnification hereunder later than three (3) years after the Closing Date except for (a) claims in respect of any breach of the representations, warranties, and covenants set forth in Section 7.1.1, 7.1.2, 7.1.3, 7.1.4 and 7.1.10 which may be asserted at any time, and (b) claims relating to noncompliance with the covenants and undertakings set forth in this Agreement or any document constituting a Schedule or an Exhibit hereto, which may be asserted at any time subject to applicable statutes of limitations in respect thereof.
