Common use of Survival of Representations, Warranties and Obligations Clause in Contracts

Survival of Representations, Warranties and Obligations. All representations and warranties of the parties hereto contained in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and remain in full force and effect for a period of fifteen (15) months following the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below); provided, however, that the representations and warranties in Sections 3.1(a) (Organization), 3.2(a) and (b) (Authority of the Seller Parties), 3.6 (Taxes), 3.7(b) (Title to Purchased Assets), 3.23 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer), and Section 4.4 (No Finder) (such representations and warranties, collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below) and the representations and warranties in Section 3.19 (Environmental Protection) shall survive the Closing and remain in full force and affect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject provided prior to such time as described below. Other than the Fundamental Representations, all representations and warranties of the Seller Parties and their Affiliates contained herein or in any certificate or other instrument or document delivered by the Seller Parties or their Affiliates to the Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements or obligations in this Agreement (including those to be performed prior to the Closing) shall survive the consummation of the Closing indefinitely or for the period explicitly specified herein. No claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

Survival of Representations, Warranties and Obligations. All representations representations, warranties, covenants, agreements and warranties obligations of the parties hereto contained in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and remain in full force and effect for a period until the first (1st) anniversary of fifteen (15) months following the Closing Date (at which time time, except as provided below, the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below); provided, however, that (a) the representations and warranties in Sections 3.1(a) 3.1 (Organization), 3.2(a) and (b) (Authority of the Seller Parties), 3.6 the second sentence of 3.9(a) (TaxesReal Property), 3.7(b) Section 3.11 (Title to Purchased Assets), 3.23 3.21 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer), ) and Section 4.4 (No Finder) (such representations and warranties, collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below) and that the representations and warranties in Section 3.19 3.11 (Environmental ProtectionTitle to Assets) shall survive the Closing and remain in full force and affect effect until the fifth third (5th3rd) anniversary of the Closing Date Date) (at which time time, except as provided below, the right to indemnification with respect thereto shall terminate), subject provided prior to such time as described below. Other than (b) the Fundamental Representations, all representations and warranties in Section 3.6 (Taxes) shall each survive the Closing and remain in full force and effect until sixty (60) days after the expiration of the Seller Parties applicable statute of limitations (at which time, except as provided below, the right to indemnification with respect thereto shall terminate), and their Affiliates contained herein or in any certificate or other instrument or document delivered by the Seller Parties or their Affiliates (c) to the Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the extent such covenants, agreements or and obligations in this Agreement (including those to be performed prior to contemplate performance after the Closing) , each such covenant, agreement and obligation shall survive until performed (at which time, except as provided below, the consummation of the Closing indefinitely or for the period explicitly specified hereinright to indemnification with respect thereto shall terminate). No claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.

Survival of Representations, Warranties and Obligations. All representations and warranties (a) None of the representations, warranties, covenants and other agreements made by the parties hereto contained in this Agreement or in any certificate delivered pursuant hereto certificate, schedule, statement, document or instrument required to be furnished hereunder or in connection herewith shall survive the Closing and remain in full force and effect Closing, except for a period of fifteen (15i) months following the Closing Date Surviving Obligations (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below); provided, however, that the representations and warranties in Sections 3.1(a) (Organizationhereinafter defined), 3.2(awhich shall continue in effect in accordance with their respective terms, (ii) A&M's and (b) (Authority of the Seller PartiesSellers' obligations contained in SECTION 6.2(b), 3.6 which shall expire on the earlier of (Taxes), 3.7(ba) (Title to Purchased Assets), 3.23 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer), and Section 4.4 (No Finder) (such representations and warranties, collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) second anniversary of the Closing Date and (at which time b) in connection with any dissolution of A&M in accordance with the right to indemnification with respect thereto shall terminateDGCL (the "A&M DISSOLUTION"), subject to the date set forth in any notice provided by A&M to claimants in accordance with the Section 280 of claim provided prior the DGCL as the last date on which claims may be presented (the "CLAIM DATE"); and (iii) those other covenants and agreements contained herein or therein that by their terms apply or are to such time as described below) and be performed in whole or in part after the representations and warranties in Section 3.19 (Environmental Protection) Closing, which shall survive expire on the Closing and remain in full force and affect until the fifth (5th) first anniversary of the Closing Date (at which time Date. Following the right to indemnification Closing Date, with respect thereto shall terminate, subject provided prior to such time as described below. Other than the Fundamental Representations, all representations and warranties of warranties, and following the Seller Parties relevant expiration date, with respect to covenants and their Affiliates contained herein other agreements, no claim may be brought arising under or in any certificate or other instrument or document delivered by the Seller Parties or their Affiliates to the Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements or obligations in connection with this Agreement (including those all schedules, amendments and supplements hereto and thereto) or any of the transactions contemplated hereby, except for a breach by a party of its obligations under any of the Surviving Obligations. If written notice of a specific claim with respect to be performed an alleged breach by a party of its obligations under any covenant or other agreement (other than a Surviving Obligation) has been given by a party prior to the Closing) relevant expiration date in respect of such covenant or agreement, then the relevant obligation shall survive the consummation of the Closing indefinitely or for the period explicitly specified herein. No as to such claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to until the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is has been finally resolved and any obligations with respect thereto are fully satisfiedresolved.

Survival of Representations, Warranties and Obligations. All representations and warranties of the parties hereto contained in this Agreement or any certificate delivered pursuant hereto shall survive the Closing and remain in full force and effect for a period of fifteen (15) months following the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below); provided, however, that the representations and warranties in Sections 3.1(a) (Organization), 3.2(a) and (b) (Authority of the Seller Parties), 3.6 (Taxes), 3.7(b) (Title to Purchased Assets), 3.19(a)(vi) (Environmental Protection), 3.23 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer), and Section 4.4 (No Finder) (such representations and warranties, collectively, the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject to any notice of claim provided prior to such time as described below) and the representations and warranties in Section 3.19 (Environmental Protection) other than Section 3.19(a)(vi) shall survive the Closing and remain in full force and affect until the fifth (5th) anniversary of the Closing Date (at which time the right to indemnification with respect thereto shall terminate, subject provided prior to such time as described below. Other than the Fundamental Representations, all representations and warranties of the Seller Parties and their Affiliates contained herein or in any certificate or other instrument or document delivered by the Seller Parties or their Affiliates to the Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements or obligations in this Agreement (including those to be performed prior to the Closing) shall survive the consummation of the Closing indefinitely or for the period explicitly specified herein. No claim may be brought under this Agreement unless written notice describing in reasonable detail the facts giving rise to the claim is given on or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations with respect thereto are fully satisfied.