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

Survival of Representations, Warranties and Certain Covenants. All of the representations and warranties of the Parties contained in this Agreement or in any schedule, exhibit, certificate or other writing delivered pursuant hereto or in connection herewith are material, shall be deemed to 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 two (2) years after the Closing Date, except that: (i) the representations and warranties provided in Section 3.1.1 (Organization of the Seller), the first three sentences of Section 3.1.2 (Authorization of Transaction), Section 3.1.4 (Brokers’ Fees), Section 3.2.1 (Organization of the HOC Entities), the first three sentences of Section 3.2.2 (Authorization of Transaction), Section 3.3.1 (Organization of the HEP Entities), the first three sentences of Section 3.3.2 (Authorization of Transaction), Sections 4.1.1.1 and 4.1.1.2 (Ownership of the Assets) and any representations or warranties regarding the validity of title in the conveyance documents delivered by Seller and its Affiliates shall survive indefinitely (the representations listed in this subparagraph (i), collectively, are the “Fundamental Representations”); (ii) the representations and warranties provided in Section 4.1.7 (Tax Matters), Section 4.1.10 (Employee Matters) and Section 4.1.11 (Compensation and Employee Benefits) shall survive until thirty (30) days following the expiration of the applicable statute of limitations, including any extensions thereof; (iii) the representations and warranties provided in Section 4.1.8 (Environmental Matters) shall survive for a period of five (5) years after the Closing Date; and (iv) the representations and warranties provided in Section 4.1.1.3 (Shared Assets) shall survive for a period of five (5) years after the Closing Date. The expiration of the representations and warranties of any Party shall not limit or impair such Party’s covenants and agreements set forth in Article 5 and Article 6 contained in this Agreement, which shall survive the Closing indefinitely; provided, however, the covenants and agreements in Article 5 shall only survive the Closing until two (2) years after the Closing Date. No claim may be asserted under Sections 8.2.1.1, 8.3.1.1 or 8.3.2.1 or, with respect to the covenants and agreements in Article 5, under Sections 8.2.1.2, 8.3.1.2 or 8.3.2.2 following the applicable expiration of any representation or warranty or such covenant or agreement; provided that, any claim asserted in writing prior to 5:00 p.m., Tulsa time, on the expiration date of the representation or warranty or covenant or agreement 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 or agreement provided for herein. For the avoidance of doubt, any claims asserted under Sections 8.2.1.2 (except to the extent relating to Article 5), 8.2.1.3, (except to the extent relating to Article 5), 8.3.1.2 (except to the extent relating to Article 5), 8.3.1.3, 8.3.2.2 (except to the extent relating to Article 5) or 8.3.2.3 may be asserted at any time. The warranties and representations contained in this Agreement shall not be merged into any Special Warranty Deeds delivered to Buyers at the Closing and, likewise, the warranties and representations contained in the Special Warranty Deeds delivered to Buyers at the Closing shall not be merged into this Agreement.

Survival of Representations, Warranties and Certain Covenants. (a) All of the representations and warranties of the AMCI Parties contained in Articles III and V (other than Sections 3.1, 3.2, 3.4, 3.6, 5.1, 5.6(c), 5.8 (excluding paragraphs (a), (b), (d), (f), (g), (h), (i) and (j) thereof; provided, however, that the exclusion from this Agreement clause (a) of Section 5.8(b) shall pertain only to Permits required under Environmental Laws and the exclusion from this clause (a) of Section 5.8(d) shall pertain only to citations, notices of non-compliance and notices of violation from the EPA or in any schedulea comparable state Governmental Authority), exhibit5.12, certificate or other writing delivered pursuant hereto or in connection herewith are material5.13, shall be deemed to have been relied upon by the other Parties and 5.15 shall survive the Closing under this Agreement regardless of any investigations, and continue for a period of two (2) years after the Closing Date, except that: ; (ib) the representations and warranties provided in Section 3.1.1 5.12 and 5.13 shall survive the Closing with respect to any given claim that would constitute a breach of such representation or warranty until the sixtieth (Organization 60th) day after the expiration of the Seller), statute of limitations (after giving effect to any extension thereof) applicable to the first three sentences of Section 3.1.2 underlying matter giving rise to that claim; (Authorization of Transaction), Section 3.1.4 (Brokers’ Fees), Section 3.2.1 (Organization of the HOC Entities), the first three sentences of Section 3.2.2 (Authorization of Transaction), Section 3.3.1 (Organization of the HEP Entities), the first three sentences of Section 3.3.2 (Authorization of Transaction), Sections 4.1.1.1 and 4.1.1.2 (Ownership of the Assets) and any representations or warranties regarding the validity of title in the conveyance documents delivered by Seller and its Affiliates shall survive indefinitely (the representations listed in this subparagraph (i), collectively, are the “Fundamental Representations”); (iic) the representations and warranties provided in Section 4.1.7 (Tax Matters), Section 4.1.10 (Employee Matters5.6(c) and Section 4.1.11 (Compensation and Employee Benefits) 57 Execution Copy shall survive until the Closing for a period of thirty (30) days following after the expiration of the applicable statute of limitations, including any extensions thereof; Closing Date; (iiid) the representations and warranties provided in paragraphs (a), (b), (d), (f), (g), (h), (i) and (j) of Section 4.1.8 (Environmental Matters) 5.8 shall survive the Closing for a period of five (5) years after the Closing DateDate (provided, however, that the inclusion in this clause (d) of Section 5.8(b) shall pertain only to Permits required under Environmental Laws and the inclusion in this clause (a) of Section 5.8(d) shall pertain only to citations, notices of non-compliance and notices of violation from the EPA or a comparable state Governmental Authority); and and (ive) the representations and warranties provided in Sections 3.1, 3.2, 3.4, 3.6, 5.1 and 5.15 and reimbursements relating to Retained Liabilities for retiree medical benefits and other Retained Liabilities benefits identified in Section 4.1.1.3 (Shared Assets) 6.12 shall survive the Closing forever. The representations and warranties of the FRC Parties contained in Article IV shall survive the Closing for a period of five (5) years after the Closing Date. The expiration of the representations and warranties of any Party shall not limit or impair such Party’s covenants and agreements set forth in Article 5 and Article 6 contained in this Agreement, which shall survive the Closing indefinitely; provided, however, the covenants and agreements in Article 5 shall only survive the Closing until two (2) years after the Closing Date; provided that the representations and warranties in Sections 4.1, 4.2, and 4.4 shall survive the Closing forever. No claim may be asserted under Sections 8.2.1.1Except as otherwise provided in this Agreement, 8.3.1.1 or 8.3.2.1 or, with respect to the covenants and agreements in Article 5, under Sections 8.2.1.2, 8.3.1.2 or 8.3.2.2 following the applicable expiration of any representation or warranty or such covenant or agreement; provided that, any claim asserted in writing prior to 5:00 p.m., Tulsa time, on the expiration date of the representation or warranty or covenant or agreement 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 or agreement provided for herein. For the avoidance of doubt, any claims asserted under Sections 8.2.1.2 (except to the extent relating to Article 5), 8.2.1.3, (except to the extent relating to Article 5), 8.3.1.2 (except to the extent relating to Article 5), 8.3.1.3, 8.3.2.2 (except to the extent relating to Article 5) or 8.3.2.3 may be asserted at any time. The warranties and representations contained in this Agreement shall not to be merged into any Special Warranty Deeds delivered to Buyers at the Closing and, likewise, the warranties and representations contained in the Special Warranty Deeds delivered to Buyers at performed before the Closing shall not survive the Closing and the covenants contained in this Agreement to be merged into this Agreementperformed at or after the Closing shall survive the Closing indefinitely.

Survival of Representations, Warranties and Certain Covenants. All of the representations and warranties of the Parties contained in this Agreement or in any schedule, exhibit, certificate or other writing delivered pursuant hereto or in connection herewith are material, shall be deemed to 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 two (2) years after the Closing Date, except that: (i) the representations and warranties provided in Section Sections 3.1.1 (Organization of the Seller), the first three sentences of Section 3.1.2 (Authorization of Transaction), Section 3.1.4 (Brokers’ Fees), Section 3.2.1 (Organization of the HOC EntitiesBuyer), the first three sentences of Section 3.2.2 (Authorization of Transaction), Section 3.3.1 (Organization of the HEP Entities), the first three sentences of Section 3.3.2 (Authorization of Transaction), Sections 4.1.1.1 and 4.1.1.2 4.1.1 (Ownership of the Assets; Shared Assets) and any representations or warranties regarding the validity of title in the conveyance documents delivered by Seller and and/or its Affiliates at Closing, shall survive indefinitely (the representations listed in this subparagraph (i), collectively, are the “Fundamental Representations”);indefinitely, (ii) the representations and warranties provided in Section Sections 4.1.7 (Tax Matters), Section 4.1.10 (Employee Matters) and Section ), 4.1.11 (Compensation and Employee Benefits) shall survive until thirty (30) days following the expiration of the applicable statute of limitations, including any extensions thereof;; and (iii) the representations and warranties provided in Section 4.1.8 (Environmental Matters) shall survive for a period of five twenty (520) years after the Closing Date; and Date except to the extent and only to the extent, applicable to the West 21st Street Property, in which case, such representations and warranties shall survive indefinitely (iv) the representations and warranties provided in clauses (i) through (iii) of this Section 4.1.1.3 (Shared Assets) shall survive for a period of five (5) years after 8.1, the Closing Date. “Fundamental Representations”).. The expiration of the representations and warranties of any Party shall not limit or impair such Party’s covenants and or agreements set forth in Article 5 and Article 6 contained in this Agreement, which shall survive the Closing indefinitely; provided, however, the covenants and agreements in Article 5 shall only survive the Closing until two (2) years after the Closing Date. No claim may be asserted under Sections 8.2.1.1, 8.3.1.1 Section 8.2.1 or 8.3.2.1 or, with respect to the covenants and agreements in Article 5, under Sections 8.2.1.2, 8.3.1.2 or 8.3.2.2 8.3.1 following the applicable expiration of any representation or warranty or such covenant or agreementwarranty; provided that, any claim asserted in writing prior to 5:00 p.m., Tulsa time, on the expiration date of the representation or warranty or covenant or agreement 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 or agreement provided for herein. For the avoidance of doubt, any claims asserted under Sections 8.2.1.2 (except to the extent relating to Article 5)8.2.2, 8.2.1.38.2.3, (except to the extent relating to Article 5)8.2.4, 8.3.1.2 (except to the extent relating to Article 5), 8.3.1.3, 8.3.2.2 (except to the extent relating to Article 5) 8.3.2 or 8.3.2.3 8.3.3 may be asserted at any time. The warranties and representations contained in this Agreement shall not be merged into any the Special Warranty Deeds delivered to Buyers Buyer at the Closing and, likewise, the warranties and representations contained in the Special Warranty Deeds delivered to Buyers Buyer at the Closing shall not be merged into this Agreement.

Survival of Representations, Warranties and Certain Covenants. (a) All of the representations and warranties of the AMCI Parties contained in Articles III and V (other than Sections 3.1, 3.2, 3.4, 3.6, 5.1, 5.6(c), 5.8 (excluding paragraphs (a), (b), (d), (f), (g), (h), (i) and (j) thereof; provided, however, that the exclusion from this Agreement clause (a) of Section 5.8(b) shall pertain only to Permits required under Environmental Laws and the exclusion from this clause (a) of Section 5.8(d) shall pertain only to citations, notices of non-compliance and notices of violation from the EPA or in any schedulea comparable state Governmental Authority)), exhibit5.12, certificate or other writing delivered pursuant hereto or in connection herewith are material5.13, shall be deemed to have been relied upon by the other Parties and 5.15 shall survive the Closing under this Agreement regardless and the delivery of the deeds, bills of sale, assignments and other instruments that transfer, convey, or assign any investigationsinterest in real or personal property made as a part of the transactions contemplated under this Agreement for a period of two (2) years after the Closing Date (the "Transfer Documents") ; (b) the representations and warranties in Section 5.12 and 5.13 shall survive the Closing and the delivery of the Transfer Documents with respect to any given claim that would constitute a breach of such representation or warranty until the sixtieth (60th) day after the expiration of the statute of limitations (after giving effect to any extension thereof) applicable to the underlying matter giving rise to that claim; (c) the representations and warranties in Section 5.6(c) shall survive the Closing and the delivery of the Transfer Documents for a period of thirty (30) days after the Closing Date; (d) the representations and warranties in paragraphs (a), (b), (d), (f), (g), (h), (i) and continue (j) of Section 5.8 shall survive the Closing and the delivery of the Transfer Documents for a period of five (5) years after the Closing Date (provided, however, that the inclusion in this clause (d) of Section 5.8(b) shall pertain only to Permits required under Environmental Laws and the inclusion in this clause (a) of Section 5.8(d) shall pertain only to citations, notices of non-compliance and notices of violation from the EPA or a comparable state Governmental Authority); and (e) the representations and warranties in Sections 3.1, 3.2, 3.4, 3.6, 5.1 and 5.15 and reimbursements relating to Retained Liabilities for retiree medical benefits and other Retained Liabilities benefits identified in Section 6.12 shall survive the Closing forever. The representations and warranties of the FRC Parties contained in Article IV shall survive the Closing for a period of two (2) years after the Closing Date, except that: (i) ; provided that the representations and warranties provided in Section 3.1.1 (Organization of the Seller)Sections 4.1, the first three sentences of Section 3.1.2 (Authorization of Transaction)4.2, Section 3.1.4 (Brokers’ Fees), Section 3.2.1 (Organization of the HOC Entities), the first three sentences of Section 3.2.2 (Authorization of Transaction), Section 3.3.1 (Organization of the HEP Entities), the first three sentences of Section 3.3.2 (Authorization of Transaction), Sections 4.1.1.1 and 4.1.1.2 (Ownership of the Assets) and any representations or warranties regarding the validity of title in the conveyance documents delivered by Seller and its Affiliates 4.4 shall survive indefinitely (the representations listed in this subparagraph (i), collectively, are the “Fundamental Representations”); (ii) the representations and warranties provided in Section 4.1.7 (Tax Matters), Section 4.1.10 (Employee Matters) and Section 4.1.11 (Compensation and Employee Benefits) shall survive until thirty (30) days following the expiration of the applicable statute of limitations, including any extensions thereof; (iii) the representations and warranties provided in Section 4.1.8 (Environmental Matters) shall survive for a period of five (5) years after the Closing Date; and (iv) the representations and warranties forever. Except as otherwise provided in Section 4.1.1.3 (Shared Assets) shall survive for a period of five (5) years after the Closing Date. The expiration of the representations and warranties of any Party shall not limit or impair such Party’s covenants and agreements set forth in Article 5 and Article 6 contained in this Agreement, which the covenants contained in this Agreement to be performed before the Closing shall not survive the Closing and the covenants contained in this Agreement to be performed at or after the Closing shall survive the Closing indefinitely; provided, however, the covenants and agreements in Article 5 shall only survive the Closing until two (2) years after the Closing Date. No claim may be asserted under Sections 8.2.1.1, 8.3.1.1 or 8.3.2.1 or, with respect to the covenants and agreements in Article 5, under Sections 8.2.1.2, 8.3.1.2 or 8.3.2.2 following the applicable expiration of any representation or warranty or such covenant or agreement; provided that, any claim asserted in writing prior to 5:00 p.m., Tulsa time, on the expiration date of the representation or warranty or covenant or agreement 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 or agreement provided for herein. For the avoidance of doubt, any claims asserted under Sections 8.2.1.2 (except to the extent relating to Article 5), 8.2.1.3, (except to the extent relating to Article 5), 8.3.1.2 (except to the extent relating to Article 5), 8.3.1.3, 8.3.2.2 (except to the extent relating to Article 5) or 8.3.2.3 may be asserted at any time. The warranties and representations contained in this Agreement shall not be merged into any Special Warranty Deeds delivered to Buyers at the Closing and, likewise, the warranties and representations contained in the Special Warranty Deeds delivered to Buyers at the Closing shall not be merged into this Agreement.

Survival of Representations, Warranties and Certain Covenants. All (a) Each of the representations and warranties of the Parties Seller contained in this Agreement or in (and any schedule, exhibit, certificate or other writing delivered pursuant hereto or in connection herewith are material, shall be deemed to have been relied upon related Claims arising from a breach by the other Parties and shall Seller of Section 5.5) will survive the Closing under this Agreement regardless of any investigations, and continue for a period in full force and effect until the second (2nd) anniversary of two (2) years after the Closing Date; provided, except that:however, (i) the representations and warranties provided set forth in Section 3.1.1 3.1(d) (Organization of the Seller), the first three sentences of Section 3.1.2 (Authorization of Transaction), Section 3.1.4 (Brokers’ Broker Fees), Sections 3.1(e) and 4.9 (Litigation), and Section 3.2.1 4.2 (Organization Lion Capitalization) shall survive the Closing until the fourth (4th) anniversary of the HOC Entities), the first three sentences of Section 3.2.2 (Authorization of Transaction), Section 3.3.1 (Organization of the HEP Entities), the first three sentences of Section 3.3.2 (Authorization of Transaction), Sections 4.1.1.1 and 4.1.1.2 (Ownership of the Assets) and any representations or warranties regarding the validity of title in the conveyance documents delivered by Seller and its Affiliates shall survive indefinitely (the representations listed in this subparagraph (i), collectively, are the “Fundamental Representations”);Closing Date; and (ii) the representations and warranties provided set forth in Section 4.1.7 3.1(a) (Tax MattersOrganization of Seller), Section 4.1.10 3.1(b) (Employee Matters) Authorization of Transaction), and Section 4.1.11 3.1(f) (Compensation and Employee BenefitsOwnership of Lion Shares) shall survive until thirty the Closing indefinitely. (30b) days following The covenants of both Parties contained in this Agreement to be performed after the expiration Closing shall survive the Closing indefinitely. (c) Each of the applicable statute representations and warranties of limitationsBuyer contained in this Agreement (and any related Claims arising from a breach by Buyer of Section 5.5) will survive the Closing and continue in full force and effect until the second (2nd) anniversary of the Closing Date; provided, including any extensions thereof;however, (iiii) the representations and warranties provided set forth in Sections 3.2(d) (Broker Fees), Sections 3.2(e) (Litigation), and Section 4.1.8 3.2(g) (Environmental MattersDelek Capitalization) shall survive for a period the Closing until the fourth (4th) anniversary of five (5) years after the Closing Date; and (ivii) the representations and warranties provided in Section 4.1.1.3 (Shared Assets) shall survive for a period of five (5) years after the Closing Date. The expiration of the representations and warranties of any Party shall not limit or impair such Party’s covenants and agreements set forth in Article 5 Sections 3.2(a) (Organization), and Article 6 contained in this Agreement, which Section 3.2(b) (Authorization of Transaction) shall survive the Closing indefinitely; provided, however, the covenants and agreements in Article 5 shall only survive the Closing until two . (2d) years after the Closing Date. No claim may be asserted The obligations under Sections 8.2.1.1, 8.3.1.1 or 8.3.2.1 or, 8.2 and 8.3 shall not terminate at the end of the applicable survival period with respect to any Claims for indemnifiable losses as to which the covenants and agreements Person to be indemnified shall have given notice (stating in Article 5, under Sections 8.2.1.2, 8.3.1.2 or 8.3.2.2 following reasonable detail the basis of the claim for indemnification) to the Indemnifying Party before the termination of the applicable expiration of any representation or warranty or such covenant or agreement; provided that, any claim asserted in writing prior to 5:00 p.m., Tulsa time, on the expiration date of the representation or warranty or covenant or agreement 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 or agreement provided for herein. For the avoidance of doubt, any claims asserted under Sections 8.2.1.2 (except to the extent relating to Article 5), 8.2.1.3, (except to the extent relating to Article 5), 8.3.1.2 (except to the extent relating to Article 5), 8.3.1.3, 8.3.2.2 (except to the extent relating to Article 5) or 8.3.2.3 may be asserted at any time. The warranties and representations contained in this Agreement shall not be merged into any Special Warranty Deeds delivered to Buyers at the Closing and, likewise, the warranties and representations contained in the Special Warranty Deeds delivered to Buyers at the Closing shall not be merged into this Agreementperiod.