Common use of Survival of Representations, Warranties and Related Indemnification Claims Clause in Contracts

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern time on the twelve (12) month anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that each Specified Representation, and the right to make indemnification claims in respect of such Specified Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Specified Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely made in accordance with the terms hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty, and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a); provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall apply. The representations and warranties of Parent and the Merger Subs set forth in this Agreement or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreementthe Officer’s Certificate, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern California time on the twelve sixteen (1216) month anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that each (a) the Specified RepresentationRepresentations shall survive until the ten (10) year anniversary of the Closing Date, and (b) the representations and warranties of the Company set forth in Section 2.10 (Tax Matters) (the “Tax Representations”), and the right to make indemnification claims in respect of such Specified Representationthereof under this Agreement, shall survive until thirty (30) days after the expiration of all applicable underlying statutes of limitations governing in respect of the subject matters addressed by each such Specified Representation representations and warranties (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)permissive); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other applicable survival periods period specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely properly made in accordance with the terms hereunder prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty, and the right to make indemnification claims in respect thereof under this Agreement, warranty shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a); provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall applyresolved. The representations and warranties of Parent and the Merger Subs Sub set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at on the ClosingClosing Date. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern California time on the twelve (12) month one year anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that each (a) the Specified RepresentationRepresentations shall survive until the expiration of all applicable statutes of limitations in respect of the matters addressed by such representations and warranties (including all periods of extension, whether automatic or permissive), and (b) the representations and warranties of the Company set forth in Section 2.10 (Tax Matters) (the “Tax Representations”), and the right to make indemnification claims in respect of such Specified Representationthereof under this Agreement, shall survive until thirty (30) days after the expiration of all applicable underlying statutes of limitations governing in respect of the subject matters addressed by each such Specified Representation representations and warranties (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)permissive); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely made in accordance with the terms hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty, and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a); provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall applyresolved. The representations and warranties of Parent and the Merger Subs set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern California time on the twelve eighteenth (1218th) month anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that (x) in the event of Fraud or willful breach with respect to a representation or warranty, such representation or warranty shall survive indefinitely, and (y) each Specified Fundamental Representation, IP Representation and the right to make indemnification claims in respect of such Specified Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Specified Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Fundamental Representation, IP Representation or Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation fifth (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)5th) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all with respect to those representations and warranties of the Company, and Company which are the right to make subject of a claim for indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely made that has been delivered in accordance with the terms hereunder Section 7.4 prior to the their applicable expiration of the survival period for date as provided herein, such representation representations and warranty, in which case such representation and warranty, warranties and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a)resolved; provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall applyapply (but shall not exceed the survival period contemplated hereby). The Indemnifying Parties’ obligations in Sections 7.2(a)(ii) – (vii) and the covenants and agreements of the Company shall survive until the expiration of the relevant statute of limitations. The representations and warranties of Parent and the Merger Subs Sub set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern Pacific time on the twelve eighteen (1218) month anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that each Specified Representation, and the right to make indemnification claims in respect of such Specified Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Specified Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely made in accordance with the terms hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty, and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a); provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall apply. The representations and warranties of Parent and the Merger Subs set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern California time on the twelve (12) month first anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that (a) each Specified Fundamental Representation and each Tax Representation, and the right to make indemnification claims in respect of such Specified Representationthereof, shall survive until 11:59 p.m., California time, on the date that is thirty (30) days after the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Specified Representation thereby (including all periods of extension, whether automatic or permissive extension and without giving effect to the limitations of 10 Del. C. § 8106(atolling)); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, Company and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely made in accordance with the terms hereunder prior to the expiration of the survival period for such representation and warrantyperiod, in which case such representation and warranty, warranty and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a); provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall applyresolved. The representations and warranties of Parent and the Merger Subs Sub set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations (including 10 Del. C. § 8106(a)) that would may otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern Pacific time on the twelve eighteen (1218) month anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that each Specified Representation, and the right to make indemnification claims in respect of such Specified Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Specified Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim an Indemnification Claim Notice is timely made in accordance with the terms hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty, and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a); provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall apply. The representations and warranties of Parent and the Merger Subs set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.

Survival of Representations, Warranties and Related Indemnification Claims. The representations and warranties of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement, and the right to make indemnification claims in respect thereof under this Agreement, shall survive until 11:59 p.m. Eastern California time on the twelve eighteen (1218) month anniversary of the Closing Date (the date of expiration of such period, the “Expiration Date”); provided, however, that each Specified Representation, and the right to make indemnification claims in respect of such Specified Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Specified Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)); provided, further, however, that each Tax Representation, and the right to make indemnification claims in respect of such Tax Representation, shall survive until the expiration of all applicable underlying statutes of limitations governing the subject matters addressed by each such Tax Representation (including all periods of extension, whether automatic or permissive and without giving effect to the limitations of 10 Del. C. § 8106(a)) plus an additional sixty (60) days; provided, further, however, that each IP Representation, and the right to make indemnification claims in respect of such IP Representation, shall survive until 11:59 p.m. Eastern time on the twenty-four (24) month anniversary of the Closing Date; provided, further, that all representations and warranties of the Company, and the right to make indemnification claims in respect thereof under this Agreement, shall survive beyond the Expiration Date or other survival periods specified above with respect to any inaccuracy therein or breach thereof if a valid claim is timely made in accordance with the terms hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty, and the right to make indemnification claims in respect thereof under this Agreement, shall survive as to such claim until such claim has been finally resolved without giving effect to the limitations of 10 Del. C. § 8106(a), and; provided further, that where any survival period that extends beyond the Expiration Date would otherwise be limited by 10 Del. C. § 8106(a) the parties intend that 10 Del. C. § 8106(c) shall apply. The representations and warranties of Parent and the Merger Subs Sub set forth in this Agreement Agreement, the Related Agreements or in any certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations and warranties and the right to make indemnification claims in respect thereof under this Agreement.