Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, and covenants (other than with respect to the covenants contained in Section 9.01 which shall survive, subject to clause (iii) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 months after the Closing Date; provided that (i) all covenants to be performed after the Closing Date shall survive in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), and any claims made pursuant to Section 7.02(a)(iii) shall survive the Closing and terminate on the date which is three years after the Closing Date, and (iii) any claims for Indemnified Taxes, Indebtedness and Seller Expenses shall survive the Closing and terminate on the date which is four years after the Closing Date (each such date, the “Survival Period Termination Date”). No Person shall be liable for any claim for indemnification under this Article VII unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties of Seller contained in Article 3 and 4 shall survive the Closing and shall terminate on the date which is 18 months following the Closing Date; provided that the Fundamental Representations shall survive until the date that is 60 days following the expiration of the applicable statute of limitations period. The representations and warranties of Buyer contained in Article 5 shall survive the Closing and shall terminate on the date which is 18 months following the Closing Date; provided that any representation or warranty of Buyer contained in Sections 5.01 (Organization and Power), 5.02 (Authorization; Valid and Binding Agreement) and 5.05 (Brokerage) shall survive until the date that is 60 days following the expiration of the applicable statute of limitations period. Each covenant or agreement made by any party hereto that is contained herein that is to be performed on or prior to the Closing shall survive until the date that is 12 months following the Closing Date. Each covenant or agreement which by its terms contemplates performance, whether in whole or in part, after the Closing Date (i.e., all covenants and agreements that are not encompassed by the immediately preceding sentence) shall survive until the date that is 60 days following the expiration of the applicable statute of limitations period. No claim for indemnification hereunder for breach of any such representations, warranties, covenants or agreements may be made after the expiration of the survival period therefor, provided that the parties hereto acknowledge and agree that any claim (and only such claim, but not the related representations, warranties, covenants or agreements) for indemnification in respect of any breach of any representation, warranty, covenant or agreement contained herein that is made in writing in accordance with the terms of this Article 8 on or prior to the applicable survival date as specified herein shall survive such survival date until the final resolution thereof.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties contained in this Agreement shall terminate on the date that is eighteen (18) months after the Closing Date, except that the representations and warranties set forth in (a) Section 4.15 (Environmental Compliance and Conditions) shall terminate on the date that is thirty-six (36) months after the Closing Date, (b) Section 4.08 (Tax Matters) shall terminate sixty (60) days after the expiration of the applicable statute of limitations and (c) Section 4.01 (Organization and Corporate Power), Section 4.03(a) (Authorization), Section 4.24 (Brokerage), Section 5.01 (Organization and Corporate Power), Section 5.02 (Authority, Validity and Effect), Section 5.03 (Board Vote; Ultimate Shareholder Approval), Sections 5.05(a) and 5.05(b) (Title) and Section 5.08 (Brokerage) (the representations referenced in this Section 9.01(c), collectively, the “Fundamental Representations”) shall survive indefinitely and (d) Section 6.01 (Organization and Corporate Power), Section 6.02 (Authorization, Valid and Binding Agreement) and Section 6.06 (Brokerage) (the representations referenced in this Section 9.01(d), collectively, the “Purchaser Fundamental Representations”) shall survive indefinitely. The covenants contained in this Agreement shall survive in accordance with the terms thereof, provided that the indemnification obligations under Section 9.02(a)(iv) shall terminate on the date that is three (3) years after the Closing Date. No claim for indemnification hereunder for breach of any such representations, warranties or covenants may be made after the expiration of the applicable survival period.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties of the Seller contained in Article III (other than any representations or warranties contained in Section 3.08 which are subject to Article VII) shall survive the Closing and shall terminate on the date which is twelve (12) months after the Closing Date; provided, that (i) the Fundamental Representations shall survive the Closing and shall terminate on the sixtieth (60th) day after the expiration of the applicable statute of limitations and (ii) Section 3.10(b) shall survive the Closing and shall not terminate before the last day of the Term (as such term is defined in the Billing Agreement) of the Billing Agreement. No claim for indemnification hereunder for breach of any such representations and warranties may be made after the expiration of such survival period; provided, that all representations and warranties of the Seller contained in Article III shall survive beyond the survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, the representations, warranties, covenants, agreements and other provisions in this Agreement shall survive the Closing and shall terminate on March 31, 2014; provided that (i) the representations and warranties of the Seller and the Company set forth in Section 4.08 and (ii) the covenants and agreements of the Seller set forth in Section 11.03(j) and Section 11.03(k) shall survive the Closing Date until the expiration of the relevant statute of limitations. No claim for indemnification hereunder for breach of any such representations, warranties, covenants, agreements and other provisions may be made after the expiration of such survival period; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with the preceding sentence will continue to survive if a written notice of such breach shall have been timely given on or prior to such termination date until the related claim for indemnification has been satisfied or otherwise resolved in accordance with this Article IX, but only with respect to matters reasonably described in such notice.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. 48 8.02. Indemnification for the Benefit of the Buyer Indemnified Parties. 49
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties of the Company, the Representative, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to Section 2.02(g) or 2.02(j) shall survive the Closing until the 12 month anniversary of the Closing (the “Survival Termination Date”).
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties in this Agreement and all covenants contained in this Agreement shall survive the Closing until one (1) year after the Closing Date (the “Expiration Date”), except that (a) the representations and warranties in Sections 4.03, 4.04 and 4.07(c) shall survive indefinitely, (b) the representations and warranties in Section 4.08 shall survive until three (3) years after the Closing Date if the Tax Insurance Policy has been delivered and accepted by Buyer prior to Axxxxx 00, 0000 (xx not delivered and accepted by Buyer by August 31, 2007, the representations and warranties shall survive the Closing until one (1) year after the Closing Date), and (c) certain covenants with a specified expiration date shall continue in effect as provided therein. Notwithstanding the foregoing, if, prior to the close of business on the applicable Expiration Date, an Indemnitor (as defined in Section 8.05(a) below) shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such Expiration Date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. 26 6.02 Indemnification for the Benefit of Purchaser Indemnified Parties 26 6.03 Indemnification by Purchaser for the Benefit of the Seller 27 6.04 Limitations on Indemnification 27 6.05 Indemnification Procedures 28 6.06 Third Party Claims 29 6.07 Remedies 30 6.08 Tax Treatment; Tax Claims 30
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. This ARTICLE IX (Survival), and the agreements contained ARTICLE I (The Merger), Section 2.05 (Purchase Price Adjustments), Section 2.06 (Required Withholding), Section 7.03 (Director and Officer Liability and Indemnification), the definitions set forth in ARTICLE XI (Definitions) to the extent they are used in the other sections cited in this sentence, and ARTICLE XII (Miscellaneous) shall survive the Closing. Section 4.09 (Tax Matters), ARTICLE X (Tax Matters) and the definitions set forth in ARTICLE XI (Definitions) to the extent they are used in the other sections cited in this sentence shall survive the Closing only to the extent set forth in Section 10.09 (Coordination; Survival). All other representations, warranties, covenants, agreements and other provisions of this Agreement and the Schedules and Exhibits attached hereto or in any writing delivered by any party to another party in connection with this Agreement shall terminate at the Closing.
