Survival of Representations and Warranties; Survival of Covenants and Agreements. All representations and warranties of the Parties contained in this Agreement shall survive for a period of eighteen (18) months after the Closing (the “Survival Period”), unless waived in writing by the Party for whose benefit such representations and warranties have been given; provided, however, that: (a) if an Indemnified Party provides proper notice to the Indemnifying Party hereunder of any matter within the scope of an Indemnifying Party’s indemnity obligation within the Survival Period, the Indemnified Party may pursue its claim for indemnification after the Survival Period, in which case the representation or warranty on which it is based shall survive until such claim is resolved; (b) the representations and warranties of the Seller and the Stockholders set forth in Sections 3.2 and 3.13(a) and the representations and warranties of the Buyer set forth in Section 4.2 shall survive the Closing indefinitely; and (c) the representations and warranties of the Seller and the Stockholders set forth in Sections 3.9, 3.15 and 3.17 shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement that by their terms survive the Closing or termination of this Agreement, as the case may be, shall survive the Closing.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of the Seller set forth in Sections 3.1, 3.2, 3.3, 3.4 and 3.16, and the representations and warranties of the Buyer set forth in Sections 4.1, 4.2, 4.3 and 4.4, shall survive the Closing for a period of twelve months; all other representations and warranties of the Parties contained in this Agreement shall terminate at the Closing and all representations and warranties of the Parties contained in this Agreement shall terminate upon a termination of this Agreement pursuant to Section 10.1. The covenants of the Parties contained in this Agreement, other than those which by their terms survive the Closing and/or termination of this Agreement, shall terminate at the Closing or the termination of this Agreement pursuant to Section 10.1.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of each Seller set forth in Sections 3.1, 3.2, 3.3, 3.6 and 3.21 shall expire at the Closing in which such Seller participates. The representations and warranties of each Seller set forth in Sections 3.4, 3.5, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.22, 3.23, 3.24 and 3.25 shall survive for a period of 12 months following the Closing in which such Seller participates. The representations and warranties of NAESCO set forth in Section 3 shall survive for a period of 12 months following the Initial Closing, except for the representations and warranties set forth in Section 3.21, which shall expire at the Initial Closing. The representations and warranties of the Buyer set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.7, 4.8 and 4.12 shall expire, with respect to a given Seller, upon the Closing in which such Seller participates. The representations and warranties of the Buyer set forth in Sections 4.4, 4.6, 4.9 and 4.11 shall survive, with respect to a given Seller, for a period of 12 months following the Closing in which such Seller participates. All representations and warranties of the Parties and NAESCO contained in this Agreement shall terminate upon a termination of this Agreement pursuant to Section 10. The covenants of the Parties contained in this Agreement, other than those which by their terms survive the Initial Closing and/or termination of this Agreement (including, without limitation, the covenants set forth in Sections 5.7, 5.8, 5.9, 5.10, 5.12, 5.13, 5.14, 5.15, 5.17, 5.18, 5.19, 5.21, 5.22, 5.23, 7, 8, 9, 11 and 12 and related definitions), shall terminate with respect to a Seller, at the Closing in which such Seller participates, and with respect to the Buyer, at the last Subsequent Closing, or the termination of this Agreement pursuant to Section 10.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of Seller set forth in Section 3 (other than (i) the representations and warranties set forth in Sections 3.1, 3.2 and 3.4 (collectively, the "Title and Authority Representations"), which shall survive the Closing indefinitely, (ii) the representations and warranties set forth in Section 3.12 (environmental matters), which shall survive the Closing for a period of two (2) years, and (iii) the representations and warranties set forth in Section 3.7 (taxes), which shall survive the Closing for 60 days following the expiration of the applicable statute of limitations) and the representations and warranties of Buyer set forth in Sections 4, shall survive the Closing for a period of twelve (12) months, provided that all such representations and warranties of the Parties shall terminate upon a termination of this Agreement pursuant to Section 10.1. The covenants of the Parties contained in this Agreement, other than those that by their terms survive the Closing and/or termination of this Agreement, (and other than (i) the covenants set forth in Section 5.3 (operation of business), which shall survive the Closing for a period of twelve (12) months and (ii) the covenants set forth in Section 8, which shall survive the Closing for 60 days following the expiration of the applicable statute of limitations), shall terminate 30 days after the Closing or at the termination of this Agreement pursuant to Section 10.1, except as set forth in such Section.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of Sellers set forth in Section 3, Section 4 and Section 5 and the representations and warranties of Buyers set forth in Section 6 (except to the extent provided in Section 12.3 below or as set forth in Article VI hereof) shall terminate at the Closing or the earlier termination of this Agreement pursuant to Section 13.1. The covenants of the Parties contained in this Agreement, other than those that by their nature or terms survive the Closing and/or earlier termination of this Agreement, shall terminate at the Closing or the termination of this Agreement pursuant to Section 13.1. Notwithstanding the foregoing, no such terminations shall affect any matter that constitutes a Surviving Liability.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of Sellers set forth in Section 3 and Section 4 and the representations and warranties of Buyer set forth in Section 5 shall terminate at the Closing or the earlier termination of this Agreement pursuant to Section 12.1, except that the representations and warranties set forth in Section 4.2 (Equity Interests) shall survive indefinitely. Subject to the survival provisions set forth in this Section 11.1 and the covenants of the Parties contained in this Agreement which by their terms survive the Closing, the representations, warranties and covenants contained herein shall terminate at the Closing or the termination of this Agreement pursuant to Section 12.1.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of the Seller set forth in Sections 3.1, 3.2, 3.3, -42-
Survival of Representations and Warranties; Survival of Covenants and Agreements. All representations and warranties of the Parties contained in this Agreement shall survive for a period of three (3) years after the Closing, unless waived in writing by the Party for whose benefit such representations and warranties have been given; provided, however, that:
Survival of Representations and Warranties; Survival of Covenants and Agreements. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the earlier of (x) the fourth anniversary of the date of the Closing and (y) the applicable statute of limitations (the “Survival Date”), regardless of any investigation made by any Purchaser or on its behalf. Notwithstanding any provision to the contrary contained in this Agreement, with respect to claims for breaches of representations and warranties contained in this Agreement, no party will be liable with respect to any breach of such representations and warranties unless written notice of a possible claim with respect to such breach is given by the party making such claim on or prior to the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such representations and warranties shall continue to survive until such matter is resolved. All covenants and agreements contained herein shall survive the Closing.
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties in this Agreement (including the Schedules and Exhibits hereto), and the covenants and agreements in this Agreement and the Employee Transfer Agreement contemplating performance prior to the Closing, shall survive the Closing for nine (9) months. Covenants and agreements in this Agreement (including the Schedules and Exhibits hereto) and in the Employee Transfer Agreement, that contemplate performance following the Closing shall survive the Closing in accordance with their terms; provided that any representation, warranty or covenant in respect of which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 12.1 (but only with respect to the particular claim for which notice has been given) if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or potential right to indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time (regardless of when Losses in respect thereof may actually be incurred). The representations and warranties set forth in this Agreement (including the Exhibits and Schedules hereto) shall survive for the applicable periods set forth in this Section 12.1 and shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any Party, or the Knowledge of any Party’s officers, directors, stockholders, employees or agents or the acceptance by any Party of any certificate or opinion hereunder. A-60
