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

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 two (2) years after the Closing, 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 such two (2) year period, the Indemnified Party may pursue its claim for indemnification after such two (2) year 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 Members set forth in Sections 3.2 and 3.13(a) shall survive the Closing indefinitely and (c) the representations and warranties of the Seller and the Members 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. All representations and warranties of the Parties contained in this Agreement shall survive for a period of two (2) years after the Closing, unless waived in writing by the Party for whose benefit such representations and warranties have been given; provided, 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 such two (2) year period, the Indemnified Party may pursue its claim for indemnification after such two (2) year period, in which case the representation or warranty on which it is based shall survive until such claim is resolved, and (b) the representations and warranties of the Seller and the Members set forth in Sections 3.2 and 3.13(a) the Buyer in Section 4.2 shall survive the Closing indefinitely (the “Indefinite Representations”), and (c) the representations and warranties of the Seller and the Members set forth in Sections 3.9, 3.11, 3.15 and 3.17 (the “SOL Representations”, and with the Indefinite Representations, collectively the “Surviving Representations”) 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. All representations and warranties of the Parties contained in this Agreement shall survive for a period of two three (23) years after the Closing, 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 written notice to the Indemnifying Party hereunder of any matter within the scope of an Indemnifying Party’s indemnity obligation within such two three (23) year period, the Indemnified Party may pursue its claim for indemnification after such two three (23) year 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 Members Stockholders set forth in Sections 3.2 and 3.13(a) shall survive the Closing indefinitely and (c) the representations and warranties of the Seller and the Members Stockholders set forth in Sections 3.9, 3.11, 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. All representations and warranties of the Parties contained in this Agreement shall survive for a period of two eighteen (218) years months after the ClosingClosing (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 such two (2) year periodthe Survival Period, the Indemnified Party may pursue its claim for indemnification after such two (2) year periodthe 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 Members 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 indefinitely; and (c) the representations and warranties of the Seller and the Members 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. All representations and warranties of the Parties contained in this Agreement shall survive for a period of two (2) years after the Closing, unless waived in writing by the Party party for whose benefit such representations and warranties have been given; provided, provided however, that: that (ai) 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 such two (2) year period, the Indemnified Party may pursue its claim for indemnification after such two (2) year period, in which case the representation or warranty on which it is based shall survive until such claim is resolved, and (bii) the representations and warranties of the Seller and the Members Stockholders set forth in Sections 3.2 and 3.13(a) shall survive the Closing indefinitely (the “Indefinite Representations”) and (ciii) the representations and warranties of the Seller and the Members Stockholders set forth in Sections 3.9, 3.11, 3.15 and 3.17 (the “SOL Representations,” and with the Indefinite Representations, collectively the “Surviving Representations”) 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. All representations and warranties of the Parties contained in this Agreement shall survive for a period of two (2) years after the Closing, unless waived in writing by the Party party for whose benefit such representations and warranties have been given; provided, however, that: that (ai) 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 such two (2) year period, the Indemnified Party may pursue its claim for indemnification after such two (2) year period, in which case the representation or warranty on which it is based shall survive until such claim is resolved, and (bii) the representations and warranties of the Seller and the Members Member set forth in Sections Section 3.2 and the second sentence of Section 3.13(a) shall survive the Closing indefinitely (the “Indefinite Representations”) and (ciii) the representations and warranties of the Seller and the Members Member set forth in Sections 3.9, 3.15 and 3.17 (the “SOL Representations”, and with the Indefinite Representations, collectively the “Surviving Representations”) 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.