Common use of Survival of Representations, Warranties and Certain Covenants Clause in Contracts

Survival of Representations, Warranties and Certain Covenants. (i) All of the representations and warranties of the Sellers contained in Articles III and IV and in any documentation or certificates delivered pursuant to Section 7.1(d) or as described in Section 2.1 shall survive the Closing under this Agreement for a period of two years after the Closing Date; (ii) the representations and warranties in Section 4.1(e) shall survive the Closing with respect to any given claim that would constitute a breach of such representation or warranty until the earlier of four (4) years from the Closing Date or the expiration of the statute of limitations applicable to the underlying Tax matter giving rise to that claim; and (iii) the representations and warranties in Section 4.1(g) shall survive the Closing under this Agreement for a period of three years after the Closing Date. The representations and warranties of the Buyer contained in Section 3.2 shall survive the Closing for a period of two years after the Closing Date. The covenants contained in this Agreement to be performed after the Closing shall survive the Closing indefinitely.

Survival of Representations, Warranties and Certain Covenants. (i) All of the representations and warranties of the Sellers Seller contained in Articles III and IV and in any documentation or certificates delivered pursuant to Section 7.1(d7.l(d) or as described in Section 2.1 shall survive the Closing under this Agreement for a period of two years after the Closing Date; (ii) the representations and warranties in Section 4.1(e4.l(e) shall survive the Closing with respect to any given claim that would constitute a breach of such representation or warranty until the earlier of four (4) years from the Closing Date or sixty days following the expiration of the statute of limitations applicable to the underlying Tax matter giving rise to that claim; and (iii) the representations and warranties in Section 4.1(g4.l(g) shall survive the Closing under this Agreement for a period of three years after the Closing Date. The representations and warranties of the Buyer contained in Section 3.2 shall survive the Closing for a period of two years after the Closing Date. The covenants contained in this Agreement to be performed after the Closing shall survive the Closing indefinitely.

Survival of Representations, Warranties and Certain Covenants. (i) All of the representations and warranties of the Sellers Parties contained in Articles III and IV and this Agreement or in any documentation Schedule, Exhibit, certificate or certificates other writing delivered pursuant hereto or in connection herewith are material, shall be deemed to Section 7.1(d) or as described in Section 2.1 have been relied upon by the other Parties and shall survive the Closing under this Agreement regardless of any investigations, and continue for a period of one (1) year after the Closing Date, except that the representations and warranties provided in Sections 4.1.2, 4.1.5, 4.1.6 and 4.1.9 shall survive for a period of two (2) years after the Closing Date; (ii) Date and the representations and warranties provided in Section 4.1(e) Sections 3.1.1, 3.1.2, 3.2.1.1, 3.2.1.2, 4.1.1, 4.1.7, 4.1.8, 4.1.10 and 4.1.11 shall survive the Closing with respect to any given claim that would constitute a breach of such representation or warranty until the earlier of four (4) years from the Closing Date or the expiration of the statute of limitations applicable to the underlying Tax matter giving rise to that claim; and (iii) the representations and warranties in Section 4.1(g) shall survive the Closing under this Agreement for a period of three years after the Closing Date. The representations and warranties of the Buyer contained in Section 3.2 shall survive the Closing for a period of two five (5) years after the Closing Date. The covenants contained in ARTICLE 6 or elsewhere in this Agreement to be performed after the Closing Date shall survive the Closing indefinitelyuntil fully performed. No claim may be asserted hereunder following the applicable expiration of any representation or warranty or covenant; provided that any claim asserted in writing prior to the expiration of the representation or warranty or covenant that is the basis for such claim shall survive until such claim is finally resolved and satisfied, irrespective of the period for the survival of such representation or warranty or covenant provided for herein.