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

Survival of Representations, Warranties and Obligations. All representations, warranties, covenants, agreements and 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 until the first (1st) anniversary of the Closing Date (at which time, except as provided below, the right to indemnification with respect thereto shall terminate); provided, however, that (a) the representations and warranties in Sections 3.1 (Organization), 3.2(a) and (b) (Authority of the Seller Parties), the second sentence of 3.9(a) (Real Property), Section 3.11 (Title to Assets), 3.21 (No Finder), 4.1 (Organization), 4.2(a) and (b) (Authority of the Buyer) and 4.4 (No Finder) (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 (provided that the representations and warranties in Section 3.11 (Title to Assets) shall survive the Closing and remain in full force and effect until the third (3rd) anniversary of the Closing Date) (at which time, except as provided below, the right to indemnification with respect thereto shall terminate), (b) the 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 applicable statute of limitations (at which time, except as provided below, the right to indemnification with respect thereto shall terminate), and (c) to the extent such covenants, agreements and obligations contemplate performance after the Closing, each such covenant, agreement and obligation shall survive until performed (at which time, except as provided below, the right 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, warranties, covenants, agreements representations and obligations 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 until the first for a period of fifteen (1st15) anniversary of months following the Closing Date (at which time, except as provided below, 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 (a) the representations and warranties in Sections 3.1 3.1(a) (Organization), 3.2(a) and (b) (Authority of the Seller Parties), the second sentence of 3.9(a) 3.6 (Real PropertyTaxes), Section 3.11 3.7(b) (Title to Purchased Assets), 3.21 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 that prior to such time as described below) and the representations and warranties in Section 3.11 3.19 (Title to AssetsEnvironmental Protection) shall survive the Closing and remain in full force and effect affect until the third fifth (3rd5th) anniversary of the Closing Date) Date (at which time, except as provided below, time the right to indemnification with respect thereto shall terminate), (b) subject provided prior to such time as described below. Other than 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 applicable statute of limitations (at which time, except as provided below, Seller Parties and their Affiliates contained herein or in any certificate or other instrument or document delivered by the right to indemnification with respect thereto shall terminate), and (c) Seller Parties or their Affiliates to the extent such Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements and or obligations contemplate performance after in this Agreement (including those to be performed prior to the Closing, each such covenant, agreement and obligation ) shall survive until performed (at which time, except as provided below, the right to indemnification with respect thereto shall terminate)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 (a) None of the representations, warranties, covenants, covenants and other agreements and obligations of 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 Closing, except for (i) the Surviving Obligations (as hereinafter defined), which shall continue in effect in accordance with their respective terms, (ii) A&M's and remain Sellers' obligations contained in full force and effect until SECTION 6.2(b), which shall expire on the first earlier of (1sta) the second anniversary of the Closing Date (at which time, except as provided below, the right to indemnification with respect thereto shall terminate); provided, however, that (a) the representations and warranties in Sections 3.1 (Organization), 3.2(a) and (b) in connection with any dissolution of A&M in accordance with the DGCL (Authority of the Seller Parties"A&M DISSOLUTION"), the second sentence date set forth in any notice provided by A&M to claimants in accordance with the Section 280 of 3.9(a) the DGCL as the last date on which claims may be presented (Real Propertythe "CLAIM DATE"), Section 3.11 (Title to Assets), 3.21 (No Finder), 4.1 (Organization), 4.2(a) ; and (biii) (Authority of those other covenants and agreements contained herein or therein that by their terms apply or are to be performed in whole or in part after the Buyer) and 4.4 (No Finder) (collectivelyClosing, which shall expire on the “Fundamental Representations”) shall each survive the Closing and remain in full force and effect until the fifth (5th) anniversary of the Closing Date (provided that the representations and warranties in Section 3.11 (Title to Assets) shall survive the Closing and remain in full force and effect until the third (3rd) first anniversary of the Closing Date) (at which time. Following the Closing Date, except as provided below, the right to indemnification with respect thereto shall terminate), (b) the to representations and warranties in Section 3.6 (Taxes) shall each survive warranties, and following the Closing and remain in full force and effect until sixty (60) days after the relevant expiration of the applicable statute of limitations (at which timedate, except as provided below, the right to indemnification with respect thereto shall terminate)to covenants and other agreements, and (c) to the extent such covenants, agreements and obligations contemplate performance after the Closing, each such covenant, agreement and obligation shall survive until performed (at which time, except as provided below, the right to indemnification with respect thereto shall terminate). No no claim may be brought arising under or in connection with this Agreement unless (including 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 describing in reasonable detail the facts giving rise of a specific claim with respect to the claim is an alleged breach by a party of its obligations under any covenant or other agreement (other than a Surviving Obligation) has been given on or by a party prior to the last day relevant expiration date in respect of such covenant or agreement, then the applicable survival period. In relevant obligation shall survive as to such claim until the event such notice is givenclaim has been finally resolved. (b) For purposes of this Agreement, the right term "SURVIVING OBLIGATIONS" shall refer to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved obligations contained in SECTIONS 1.3.3, 1.3.4, 4.3, 4.4, 6.3(B), 6.3(C), 6.4 THROUGH 6.10 inclusive, the remaining provisions of ARTICLE VI, insofar as they relate to Surviving Obligations, SECTIONS 7.1, 7.2, 7.4 and any obligations with respect thereto are fully satisfiedARTICLE VIII.

Survival of Representations, Warranties and Obligations. All representations, warranties, covenants, agreements representations and obligations 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 until the first for a period of fifteen (1st15) anniversary of months following the Closing Date (at which time, except as provided below, 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 (a) the representations and warranties in Sections 3.1 3.1(a) (Organization), 3.2(a) and (b) (Authority of the Seller Parties), the second sentence of 3.9(a) 3.6 (Real PropertyTaxes), Section 3.11 3.7(b) (Title to Purchased Assets), 3.21 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 that prior to such time as described below) and the representations and warranties in Section 3.11 3.19 (Title to AssetsEnvironmental Protection) other than Section 3.19(a)(vi) shall survive the Closing and remain in full force and effect affect until the third fifth (3rd5th) anniversary of the Closing Date) Date (at which time, except as provided below, time the right to indemnification with respect thereto shall terminate), (b) subject provided prior to such time as described below. Other than 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 applicable statute of limitations (at which time, except as provided below, Seller Parties and their Affiliates contained herein or in any certificate or other instrument or document delivered by the right to indemnification with respect thereto shall terminate), and (c) Seller Parties or their Affiliates to the extent such Buyer pursuant to this Agreement are collectively referred to as the “Non-Fundamental Representations”. All of the covenants, agreements and or obligations contemplate performance after in this Agreement (including those to be performed prior to the Closing, each such covenant, agreement and obligation ) shall survive until performed (at which time, except as provided below, the right to indemnification with respect thereto shall terminate)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.