Common use of Survival of Representations and Warranties; Limitations Clause in Contracts

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 will shall survive the Closing Date and will shall remain in full force and effect thereafter for a period of *** eighteen (***18) months and will shall be effective with respect to any claimed breach of the representations and warranties timely made pursuant to Section 7.48.4, after which period the representations and warranties of the Parties contained in this Agreement will shall terminate and be of no further force or effect. Notwithstanding the foregoing, (i) the representations and warranties set forth in Section 4.1 4.3 (Organization No Violation; Consents) and Corporate Power), Section 4.9 (Sufficiency of Assets and Rights) shall survive for six (6) years and (ii) the representations and warranties set forth in Section 4.2 (Due Authorization), Section 4.3(a)(iii) (No Violation; Consents), Section 4.9 4.6 (Good and Valid Title), Section 4.16 (Tax Matters), Section 4.17 4.12 (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 5.7 (Broker’s Fees) will shall survive indefinitely (collectively, the representations and warranties referenced in clauses (i) and (ii) are referred to herein collectively as 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 will survive the Closing Effective 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), Section 5.3(a)(iii) (No Violation; Consents), Section 5.6 (Solvency) and Section 5.8 (Broker’s Fees) will survive indefinitely (collectivelyindefinitely, and the “Fundamental Representations”); provided that representations and warranties set forth in Section 4.16 4.10 (Tax Matters) will survive only until the applicable statute *** (***) anniversary of limitations has runthe Effective Date (all of the representations and warranties referenced in this sentence, collectively, the “Fundamental Representations”).