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

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IX, the representations and warranties contained in Articles III and IV of this Agreement (other than the representations and warranties contained in Sections -------- 3.16, 3.21 or 4.1, which shall survive indefinitely and those contained in ---------- --- Sections 3.1, 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 4.2 and 4.4, which shall survive --------------------------------------------------- --- for a period of five years) shall terminate as of the second anniversary of the Closing Date. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III or IV after the date on which such representations and warranties terminate as set forth in this Section.

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IX9 (Indemnification), the representations and warranties contained in Articles III 3 and IV 4 of this Agreement shall terminate two (other than 2) years after the Closing Date. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (a) the representations and warranties contained in Sections -------- 3.163.6 (Taxes), 3.21 or 4.1(Employee Plans; ERISA), which and 3.22 (Environmental Protection) shall survive indefinitely for the full period of any applicable statute of limitations plus sixty (60) days, and those (b) the representations and warranties contained in ---------- --- Sections 3.13.2 (Authority of the Equity Entities), 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 3.14 (Title to Purchased Assets) and 4.2 and 4.4, which (Authority of Buyer) shall survive --------------------------------------------------- --- for a period of five years) shall terminate as of the second anniversary of the Closing Datewithout limitation. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III 3 or IV 4 after the date on which such representations and warranties terminate as set forth in this SectionSection 11.1.

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and ------------------------------------------------------- obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IX, the representations and warranties -------- ------- ---------- contained in Articles III and IV of this Agreement shall terminate two (other than 2) years after the Closing Date. Notwithstanding ------------ -- the foregoing or anything to the contrary contained in this Agreement, (a) the representations and warranties contained in Sections -------- 3.163.7, 3.21 or 4.13.22 and 3.23, which shall survive indefinitely for other than the full period of any applicable statute of limitations ------------ ---- ---- plus sixty (60) days, and those (b) the representations and warranties contained in ---------- --- Sections 3.1, 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 4.2 and 4.4, which Section 3.15 shall survive --------------------------------------------------- --- for a period of five years) shall terminate as of the second anniversary of the Closing Datewithout ------------ limitation. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III or IV after the date on which such representations and warranties terminate as set forth in this Section.----------- -- Section 11.1. ------------

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IX9, the representations and warranties contained in Articles III 3 and IV 4 of this Agreement shall terminate 18 months after the Closing Date. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (other than a) the representations and warranties contained in Sections -------- 3.163.6, 3.21 or 4.13.21, which and 3.22 shall survive indefinitely for the full period of any applicable statute of limitations plus sixty (60) days, and those (b) the representations and warranties contained in ---------- --- Sections 3.1, 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 3.2 and 3.14 and 4.2 and 4.4, which shall survive --------------------------------------------------- --- for a period of five years) shall terminate as of the second anniversary of the Closing Datewithout limitation. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III 3 or IV 4 after the date on which such representations and warranties terminate as set forth in this SectionSection 11.1.

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IXX or herein, the representations and warranties contained in Articles III IV and IV V of this Agreement shall terminate twelve (other than 12) months after the Closing Date. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the representations and warranties contained in Sections -------- 3.164.3(b), 3.21 or 4.14.15, which 4.26, 5.2(b) and 5.4 shall survive indefinitely without limitation and those the representations and warranties contained in ---------- --- Sections 3.1, 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 4.2 4.7 and 4.4, which 4.23 shall survive --------------------------------------------------- --- for a the full period of five yearsany applicable statute of limitations plus sixty (60) shall terminate as of the second anniversary of the Closing Datedays. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III IV or IV V after the date on which such representations and warranties terminate as set forth in this Section.

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IX, the representations and warranties contained in Articles III and IV of this Agreement shall terminate fifteen (other than 15) months after the Closing Date. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (a) the representations and warranties contained in Sections -------- 3.163.6, 3.21 or 4.13.21, which and 3.22 shall survive indefinitely for the full period of any applicable statute of limitations plus sixty (60) days, and those (b) the representations and warranties contained in ---------- --- Sections 3.1, 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 3.2 and 3.14 and 4.2 and 4.4, which shall survive --------------------------------------------------- --- for a period of five years) shall terminate as of the second anniversary of the Closing Datewithout limitation. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III or IV after the date on which such representations and warranties terminate as set forth in this SectionSection 11.1.

Survival of Representations, Warranties and Obligations. All ------------------------------------------------------- representations, warranties, covenants and obligations contained in this Agreement shall survive the consummation of the transactions contemplated by this Agreement; provided, however, that, except as otherwise provided in Article -------- ------- IXX, the representations and warranties contained in Articles III IV and IV V of this Agreement shall terminate eighteen (other than 18) months after the Closing Date; provided, however, that if the Closing does not occur within one (1) year from the TBA Effective Date, then the representations and warranties contained in Sections -------- 3.16, 3.21 or 4.1, which shall survive indefinitely Articles IV and those contained in ---------- --- Sections 3.1, 3.3, 3.7, 3.15, 3.23, 3.30, 3.40, 4.2 and 4.4, which shall survive --------------------------------------------------- --- for a period V of five years) this Agreement shall terminate as of the second anniversary of one (1) year after the Closing Date. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, (a) the representations and warranties contained in Section 4.7 shall survive for other than the full period of any applicable statute of limitations plus sixty (60) days, and (b) the representations and warranties contained in Section 4.15 shall survive without limitation. Except as otherwise provided herein, no claim shall be made for the breach of any representation or warranty contained in Article III IV or IV V after the date on which such representations and warranties terminate as set forth in this Section.