Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until the date that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to the Shareholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The All representations and warranties made by of Seller and Buyer contained herein shall survive the Company Closing Date and shall terminate at 11:59 p.m., Central Time, on April 30, 2007; provided, however, that the representations and warranties contained in Sections 4.1 and 4.2 shall survive until the expiration of the applicable statute of limitations period. Upon the termination of a representation or warranty in accordance with the foregoing, such representation or warranty shall have no further force or effect for any purpose under this Agreement, including Section 10.2 hereof, provided that, any representation or warranty in respect of which indemnity may be sought under Section 10.2, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 10.1 if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have been given to the party against whom such indemnity may be sought prior to such time and shall thereafter remain in effect until the claim identified in the notice is finally resolved. The covenants and other agreements of Seller and Buyer set forth in this Agreement shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive Date until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until the date that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to the Shareholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolvedperformed.

Survival of Representations, Etc. (a) The Except as otherwise provided in Section 11.01(f), the representations and warranties made by the Company in this Agreement Article 3 and in the Company Closing Certificate and the representations and warranties made by each Seller in Article 4 shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until expire on the date that is fifteen eighteen (1518) months following after the Closing Date (the “General Expiration Date”); provided, that the Fundamental Company Representations shall survive the General Expiration Date and expire 90 days after the expiration of the applicable statute of limitations (including any applicable extensions) (the “FR Expiration Date”). The indemnification obligations under clauses (iv) and (viii) of Section 11.02(a) shall survive until the General Expiration Date. Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR General Expiration Date or General FR Expiration Date, as applicable, any Indemnitee the Buyer delivers to the Shareholder Equityholder Representative in good faith a written notice which complies with Section 11.04(a) alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 11.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice notice, and only such claim, shall survive the expiration of the applicable time period until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Seller in this Agreement Agreement, or in any other document, certificate, schedule or instrument delivered or executed in connection herewith (including any Ancillary Agreement), shall survive the Closing as provided in this Section 10.01(a). The representations until and warranties set forth in Sections 3.01including the date that is twelve months after the date hereof, 3.02, 3.05, 3.21 and 3.26 except that (each, a “Fundamental Representation”i) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in (A) Section 3.16 3.12 (Social Security Contributions; Company Plans), (B) Section 3.18 (Environmental Matters) and (C) Section 3.22 (Product Liability) shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations until and warranties of the Company shall survive until including the date that is fifteen five years after the date hereof, and (15ii) months following Section 3.17 (Taxes) shall survive until and including the Closing Date date that is one month after the expiration of the relevant statute of limitations (Veranlagungsverjahrung) (each of the “General Expiration aforementioned dates, a "Cut-Off Date”"). Notwithstanding the foregoing; provided, if however, that if, at any time prior to or on the FR Expiration Cut-Off Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee Buyer Indemnified Party (acting in good faith) delivers to the Shareholder Representative Seller a written notice alleging the existence of an inaccuracy in or a breach of any of such representation representations and warranties (and setting forth in reasonable detail the basis for such Buyer Indemnified Party's belief that such inaccuracy or warranty breach may exist) and asserting a claim for recovery under Section 10.02 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the Cut-Off Date, until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The Except as otherwise provided herein, all statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties made by the Company in this Agreement shall survive the Closing as provided in this Section 10.01(a)such party hereunder. The representations and warranties set forth contained herein shall survive the Closing Date until (and claims based upon or arising out of such representations and warranties, as well as any claims based upon or arising out of any covenants and agreements herein, may be asserted at any time before the date which shall be) the date that is eighteen (18) months from the Closing Date, provided that the representations and warranties of Company contained in Sections 3.013.1, 3.023.2, 3.053.3 and 3.5 shall survive forever, the representations of Buyer contained in Sections 4.1, 4.2 and 4.6 shall survive forever, and the representations and warranties of Company contained in Section 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry expiration of the applicable statute of limitations (for the “FR Expiration Date”), the representations and warranties set forth matters covered in Section 3.16 shall survive until the two (2) year anniversary such section. No investigation made by any of the parties hereto (whether prior to, on or after the Closing Date (Date) shall in any way limit the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company parties. The termination of the representations and warranties provided herein shall survive until not affect the date that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at rights of a party in respect of any time claim properly given by such party prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to expiration of the Shareholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolvedapplicable survival period provided herein.

Survival of Representations, Etc. (a) The representations and warranties made by Except as otherwise provided in Section 10.01(e), (i) the Company in this Agreement Fundamental Representations shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of expire sixty days following the applicable statute of limitations (the “FR Expiration Date”), (ii) the representations and warranties set forth in Section 3.16 Company Special Representations shall survive until the two Closing and expire on the third (23rd) year anniversary of the Closing Date (the “IPR SR Expiration Date”) and, except as provided in Section 10.01(e), all other and (iii) the representations and warranties of made by the Company in all other sections of Article 3 and in any certificate delivered by the Company pursuant to this Agreement (including the Company Closing Certificate) shall survive until the date that is fifteen Closing and expire on the fifteenth (15) months following 15th)-month anniversary of the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR the SR Expiration Date or General Expiration Date, as applicable, any Indemnitee Parent delivers to the Shareholder Securityholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting Parent properly makes a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Seller or Purchaser in this Agreement shall survive the Closing as provided in this Section 10.01(a). The until the date that is 12 months following the Closing Date; provided, however, that (i) the representations and warranties of Seller set forth in Sections 3.01, 3.023.11(a), 3.05, 3.21 3.14 and 3.26 (each, a “Fundamental Representation”) 3.19 shall survive until the expiry date that is 60 days after the end of the applicable statute of limitations (the representations and warranties in clause (i) herein referred to collectively, as the “FR Expiration DateSeller Fundamental Representations”), ; (ii) the representations and warranties of Seller set forth in Section 3.16 3.11(b) shall survive until July 31, 2017; and (iii) the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company Purchaser set forth in Section 4.01 shall survive until the date that is fifteen (15) months following 60 days after the Closing Date (end of the “General Expiration Date”)applicable statute of limitations. Notwithstanding the foregoing, if at any time prior to the FR Expiration Dateexpiration of the applicable survival period, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee a party delivers to the Shareholder Representative other a written notice alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 9.02 or 9.03 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in Section 2 (as modified or supplemented by the Company Disclosure Schedule as of the date of this Agreement Agreement) and in the Company Closing Certificate shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until expire on the date that is fifteen (15) 18 months following after the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing; provided, if however, that if, at any time prior to the FR Expiration date that is 18 months after the Closing Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee Parent (acting in good faith) delivers to the Shareholder Representative Stockholders’ Agents a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for an Indemnitee’s belief that such representation an inaccuracy or warranty breach may exist) and asserting a claim for recovery under Section 10.02 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the date that is 18 months after the Closing Date until such time as such claim is fully and finally resolved.. All representations and warranties made by Parent and Merger Subs, except for those in Sections 3.1, 3.3, 3.4, 3.5, 3.6 and 3.7(b), which shall survive until the first anniversary of the Closing, shall terminate and expire as of the Effective Time of Merger II, and any Liability of Parent, Merger Sub I or Merger Sub II with respect to such representations and warranties (except for those in Sections 3.1, 3.3, 3.4, 3.5, 3.6 and 64. Table of Contents

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement shall survive and the Closing as provided in this Section 10.01(a). The Shareholders (including the representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 2 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”), 3 and the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (Certificates), and the “IPR Expiration representations and warranties of Parent and Merger Sub contained in Section 4, shall expire 30 months following the Closing Date”) and, except as provided in Section 10.01(e), all other for the representations and warranties of the Company and the Shareholders contained in Sections 2.1(a), 2.2, 2.3, 2.6, 2.14, 2.15, 2.16, 3.2 and 3.5, each of which shall survive until the date expiration of its respective statute of limitations; provided, however, that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoingif, if at any time prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicableexpiration of the applicable survival period, any Indemnitee (acting in good faith) delivers to the Shareholder Representative Indemnitor a written notice alleging the existence of an inaccuracy in or a breach of any of such representation representations and warranties (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or warranty breach may exist) and asserting a claim for recovery under Section 10.02 9.2 or Section 9.4 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the applicable survival period until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The representations and warranties made by the Company in this Agreement shall survive the Closing as provided and shall expire on the first anniversary of the Closing Date (the “Expiration Date”), except for (i) the representations and warranties made by the Company in this Section 10.01(a). The 3.01, Section 3.02, Section 3.05, and Section 3.25, which shall survive the Closing and expire 30 days after the expiration of the applicable statute of limitations, and (ii) the representations and warranties made by the Company in Section 3.19 (the representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 3.19 and 3.26 (each, a 3.25 being referred to collectively herein as the “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration DateRepresentations”), the representations and warranties set forth in Section 3.16 which shall survive until the two (2) year Closing and expire on the third anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until the date that is fifteen (15) months following the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing, if at any time prior to the FR Expiration Date, IPR Expiration Date expiration set forth above for a given representation or General Expiration Date, as applicablewarranty, any Indemnitee delivers to the Shareholder Stockholder Representative a written notice alleging in good faith the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.

Survival of Representations, Etc. (a) The representations General Survival. Subject to Sections 11.1(b) and warranties made by the Company in this Agreement shall survive the Closing as provided in this Section 10.01(a). The representations and warranties set forth in Sections 3.01, 3.02, 3.05, 3.21 and 3.26 (each, a “Fundamental Representation”) shall survive until the expiry of the applicable statute of limitations (the “FR Expiration Date”11.1(e), the representations and warranties set forth made by Sellers and the Company in Section 3.16 this Agreement (in each case other than with respect to the Specified Representations), and the rights of the Indemnitees to be indemnified and reimbursed with respect to any breach of or inaccuracy in any of such representations and warranties, shall survive until the two (2) year anniversary of the Closing Date until 11:59 p.m. (the “IPR Expiration Date”Eastern Time) and, except as provided in Section 10.01(e), all other representations and warranties of the Company shall survive until on the date that is fifteen twelve (1512) months following after the Closing Date (the “General Expiration Date”). Notwithstanding the foregoing; provided, if however, that if, at any time prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicableexpiration date referred to in this sentence, any Indemnitee delivers to the Shareholder Sellers’ Representative a written notice Notice of Claim alleging the existence of an inaccuracy in or a breach of any of such representation or warranty and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breachwarranty, then the claim asserted in such notice Notice of Claim shall survive such expiration date until such time as such claim is fully and finally resolved., provided further that if no Action has been actually asserted against the Indemnitee within twelve (12) months following the receipt of such Notice of Claim (the “Claim Extension Period”), the survival period shall terminate on the later of (i) the end of the survival period referenced above in this sentence, or (ii) the end of the Claim Extension Period. (b)

Survival of Representations, Etc. (a) The representations and warranties made by of the Company and the Principal Shareholders contained herein, and accordingly the indemnification obligations provided in this Agreement Section 8.2 below, shall survive the Closing as provided in this Section 10.01(a). The Date for a period of eighteen (18) months from the Closing Date; provided, however, that (a) the Company's representations and warranties set forth in Sections 3.01Section 4.17 ("Tax Returns, 3.02Payments, 3.05and Elections") and Section 4.22 ("Environmental Matters") (collectively, 3.21 and 3.26 (each, a “Fundamental Representation”the "Surviving Representations") shall survive the Closing until the expiry expiration of the applicable statute of limitations (the “FR Expiration Date”including any waivers or extensions thereof), and (b) the representations and warranties set forth in Section 3.16 shall survive until the two (2) year anniversary of the Closing Date (the “IPR Expiration Date”) and, except as provided in Section 10.01(e), all other representations and warranties of the Company and the Principal Shareholders set forth in Section 4.5 ("Capitalization") shall survive until the date that is fifteen (15) months following the Closing Date (in perpetuity; and provided, further, that the “General Expiration Date”)Company's representation and warranties shall apply without limitation in the event of a fraudulent breach by the Company or Company Shareholder. Notwithstanding If a Claim Notice meeting the foregoing, if at any time requirements of Section 8.3 below has been given prior to the FR Expiration Date, IPR Expiration Date or General Expiration Date, as applicable, any Indemnitee delivers to expiration of the Shareholder Representative applicable representations and warranties by a written notice alleging the existence of an inaccuracy party in or a breach of any of whose favor such representation or warranty representations and asserting a claim for recovery under Section 10.02 based on such alleged inaccuracy or breachwarranties were made, then the claim asserted in such notice relevant representations and warranties shall survive as to such claim, until such time as such the claim is fully and has been finally resolved.