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

Survival of Representations and Warranties; Survival of Covenants. The representations and warranties contained in or made pursuant to Article 3 and Article 4 of this Agreement shall survive the Closing for the following timeframes: (a) All of the representations and warranties contained in Sections 3.1 [Organization and Related Matters], 3.2 [Stock], 3.4 [Tax and Other Returns and Reports], 3.8 (first sentence only) [Authorization; No Conflicts], 3.16 [Employee Benefits], 3.20 [No Brokers or Finders], 3.22 [Environmental Compliance], 4.1 [Organization and Related Matters], 4.2 [Authorization] and 4.4 [No Brokers or Finders] shall survive the Closing and continue until the expiration of the applicable statute of limitations, as the same may be extended or shortened. (b) All of the representations and warranties contained in Sections 3.13 [Permits] and 3.14 [Compliance with Law] shall survive the Closing and continue for three (3) years following the Closing Date. (c) All representations and warranties other than those listed in Sections 8.3(a) and 8.3(b) shall survive the Closing and continue until the earlier of: (i) thirty (30) days after completion in calendar year 2009 of the Coinstar, Inc. 2008 calendar year audit and (ii) eighteen (18) months following the Closing Date. All covenants and agreements herein contemplating performance after the Closing shall survive until performed as required, subject to any limitations contained therein. The foregoing limitations as to time in this Section 8.3 shall not apply to any claims based on fraud pursuant to Section 9.15.

Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties contained in or made pursuant to Article 3 2 and Article 4 3 of this Agreement shall survive the Closing for the following timeframes: (a) All of the other than those representations and warranties contained in Sections 2.1 [Organization and Related Matters], 2.2 [Stock], 2.4 [Tax and Other Returns and Reports], 2.8(a) [Authorization], 2.20 [No Brokers or Finders], 3.1 [Organization and Related Matters], 3.2 [StockAuthorization], 3.4 [Tax and Other Returns and Reports], 3.8 (first sentence only) [Authorization; No Conflicts], 3.16 [Employee Benefits], 3.20 [No Brokers or Finders], 3.22 [Environmental Compliance], 4.1 [Organization and Related Matters], 4.2 [Authorization] and 4.4 [No Brokers or Finders] or 3.12 [Capital Structure]) shall survive the Closing and continue until the expiration later of (i) the first (1st) anniversary of the Closing and (ii) June 30, 2008. The representations and warranties contained in or made pursuant to Sections 2.1, 2.2, 2.4, 2.8(a), 2.20, 3.1, 3.2, 3.4 and 3.12 shall survive the Closing until 30 days after the end of the applicable statute of limitations, as the same may be extended or shortened. (b) All of the representations and warranties contained in Sections 3.13 [Permits] and 3.14 [Compliance with Law] shall survive the Closing and continue for three (3) years following the Closing Date. (c) All representations and warranties other than those listed in Sections 8.3(a) and 8.3(b) shall survive the Closing and continue until the earlier of: (i) thirty (30) days after completion in calendar year 2009 of the Coinstar, Inc. 2008 calendar year audit and (ii) eighteen (18) months following the Closing Date. All covenants and agreements herein contemplating performance after the Closing shall survive until performed as required, subject to any limitations contained therein. The foregoing limitations as All covenants and agreements herein contemplating performance prior to time in this Section 8.3 the Closing shall not apply to any claims based on fraud pursuant to Section 9.15survive the Closing until the later of (i) the first (1st) anniversary of the Closing and (ii) June 30, 2008.

Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties contained in or made pursuant to Article 3 2 and Article 4 3 of this Agreement shall survive the Closing for the following timeframes: (a) All of the other than those representations and warranties contained in Sections 2.1 [Organization and Related Matters], 2.2 [Stock], 2.4 [Tax and Other Returns and Reports], 2.8(a) [Authorization], 2.20 [No Brokers or Finders], 3.1 [Organization and Related Matters], 3.2 [StockAuthorization], 3.4 [Tax and Other Returns and Reports], 3.8 (first sentence only) [Authorization; No Conflicts], 3.16 [Employee Benefits], 3.20 [No Brokers or Finders], 3.22 [Environmental Compliance], 4.1 [Organization and Related Matters], 4.2 [Authorization] and 4.4 [No Brokers or Finders] or 3.12 [Capital Structure]) shall survive the Closing and continue until the expiration later of (i) the first (1st) anniversary of the Closing and (ii) June 30, 2016. The representations and warranties contained in or made pursuant to Sections 2.1, 2.2, 2.4, 2.8(a), 2.20, 3.1, 3.2, 3.4 and 3.12 shall survive the Closing until 30 days after the end of the applicable statute of limitations, as the same may be extended or shortened. (b) All of the representations and warranties contained in Sections 3.13 [Permits] and 3.14 [Compliance with Law] shall survive the Closing and continue for three (3) years following the Closing Date. (c) All representations and warranties other than those listed in Sections 8.3(a) and 8.3(b) shall survive the Closing and continue until the earlier of: (i) thirty (30) days after completion in calendar year 2009 of the Coinstar, Inc. 2008 calendar year audit and (ii) eighteen (18) months following the Closing Date. All covenants and agreements herein contemplating performance after the Closing shall survive until performed as required, subject to any limitations contained therein. The foregoing limitations as All covenants and agreements herein contemplating performance prior to time in this Section 8.3 the Closing shall not apply to any claims based on fraud pursuant to Section 9.15survive the Closing until the later of (i) the first (1st) anniversary of the Closing and (ii) June 30, 2016.

Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties contained in or made pursuant to Article 3 and Article 4 ARTICLE III of this Agreement shall will survive as follows: (i) the representations and warranties contained in or made pursuant to Sections 3.1.1, 3.1.2, 3.1.3, 3.2.1, 3.2.2(a), (b), (e) and (f), 3.2.15, 3.3.1 and 3.3.2 (the “Tax, Title and Capacity Warranties”) will survive the Closing for the following timeframes:a period of six (6) years; (aii) All of the all other representations and warranties contained in Sections 3.1 [Organization and Related Matters], 3.2 [Stock], 3.4 [Tax and Other Returns and Reports], 3.8 (first sentence only) [Authorization; No Conflicts], 3.16 [Employee Benefits], 3.20 [No Brokers or Finders], 3.22 [Environmental Compliance], 4.1 [Organization and Related Matters], 4.2 [Authorization] and 4.4 [No Brokers or Finders] shall survive the Closing and continue until the expiration of the applicable statute of limitations, as the same may be extended or shortened. (b) All of other than the representations and warranties contained in Section 3.2.14(b)) and Sections 3.13 [Permits] 3.3.3 and 3.14 [Compliance with Law] shall 3.3.4 (the “Commercial Warranties”) will survive the Closing for a period of six (6) months; and (iii) the representations and continue warranties contained in Section 3.2.14(b) will not survive the Closing. (b) At the expiration date of any representation or warranty pursuant to Section 7.1(a), all liability in respect of such representation or warranty and in respect of the indemnification obligations relating thereto contained herein shall terminate, except in respect of any claim for three (3) years following which a good faith written notice has been given to the Closing Dateother party before the applicable date of expiration. (c) All representations and warranties other than those listed in Sections 8.3(a) and 8.3(b) shall survive the Closing and continue until the earlier of: (i) thirty (30) days after completion in calendar year 2009 of the Coinstar, Inc. 2008 calendar year audit and (ii) eighteen (18) months following the Closing Date. All covenants and agreements herein contemplating performance after the Closing shall will survive until performed as required, subject to any limitations contained therein. The foregoing limitations All covenants and agreements herein, to the extent contemplating performance during the period prior to Closing (other than as described in Section 10.13) will terminate at the Closing with respect to time such period subject to the terms contained in this Section 8.3 shall not apply to any claims based on fraud pursuant to Section 9.15Agreement.