Common use of Survival of Representations, Warranties, Covenants, Agreements and Other Provisions Clause in Contracts

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 Except as set forth below, the representations and warranties of Seller the Company contained in Article 3 and 4 III shall survive the Closing and shall terminate on the date which is 18 eighteen (18) months following after 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 the Parent and the Merger Sub contained in Article 5 IV shall survive the Closing and shall terminate on the date which is 18 eighteen (18) months following after 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 No covenant or agreement made by any party hereto Party that is contained herein that is to be performed on or prior to the Closing shall survive until the Closing. The indemnification obligations with respect to breaches of the representations and warranties set forth in Sections 3.01 and 3.03(a), the first and fourth sentences of Section 3.04, Section 3.08 shall survive the Closing and shall terminate on the date that which is 12 months following the Closing Date. Each covenant or agreement which by its terms contemplates performance, whether in whole or in part, thirty (30) days 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 periodwith respect thereto. The indemnification obligations set forth in Section 8.02(b) shall survive the Closing and shall terminate on September 15, 2014. The indemnification obligations set forth in Section 8.02(c) shall survive the Closing and shall terminate on the earlier of the date of a settlement in full of the Specified Litigation or the date the Specified Litigation is otherwise fully discharged with respect to the Company. The indemnification obligations set forth in Section 8.02(d) shall survive the Closing and shall terminate on the date which is thirty-one (31) days after the Closing Date. 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 Parties 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 VIII on or prior to the applicable survival date (if any) 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 of Seller Sellers contained in Article 3 and Article 4 of this Agreement shall survive the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date which is 18 months following the Closing DateDate (the “General Expiration Time”); provided that (a) the representations and warranties set forth in Section 3.10 of this Agreement and the Fundamental Representations (other than the Tax Representations) in this Agreement shall survive until the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is 60 three years following the Closing Date, and (b) the representations and warranties set forth in Section 3.08 of this Agreement (the “Tax Representations”) shall survive the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is sixty (60) days following after the expiration of the applicable statute of limitations period(giving effect to any waiver, mitigation or extension thereof) applicable to the subject matter of such representation or warranty bars all claims with respect to such subject matter. The Fundamental Representations of Sellers in the Contribution Agreement shall survive the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is three (3) years following the Closing Date. The representations and warranties of Buyer contained in Article 5 shall survive the Closing until, and shall terminate on at, the date which is 18 months following the Closing DateGeneral Expiration Time; 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 5.06 (Brokerage) shall survive until the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is 60 days three years following the expiration of the applicable statute of limitations periodClosing Date. Each covenant or agreement made by any party hereto that is contained herein that is to be performed on or in full prior to the Closing shall survive until the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is 12 six (6) months following the Closing Date; provided, however, that the covenants in Sections 6.06 (Restructuring) and 6.08 (Liens) shall survive the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is eighteen (18) months following the Closing Date. Each covenant or agreement which in this Agreement that by its terms contemplates performance, whether in whole or in part, at or after the Closing Date (i.e.Closing, all covenants and agreements that are not encompassed by each covenant or agreement in the immediately preceding sentence) Contribution Agreement, shall survive until the Closing until, and shall terminate at, (i) in the case of any covenant or agreement that by its terms expires or terminates on a specific date subsequent to the Closing Date, 11:59 p.m. (New York City time) on the date that is 60 sixty (60) days after the date on which the underlying obligation expires or terminates, and (ii) in the case of any covenant or agreement that does not by its terms expire or terminate on a specific date subsequent to the Closing Date, until fully performed in accordance with its respective terms; provided, however, that the obligation of Sellers to indemnify the Buyer Indemnified Parties pursuant to Section 8.02(c)(iii) shall survive the Closing until, and shall terminate at, 11:59 p.m. (New York City time) on the date that is two (2) years following the expiration of the applicable statute of limitations periodClosing Date. No Except for claims relating to Fraud, 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, claim but not the related representations, warranties, covenants or and 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 period as to such claim until the final resolution thereof. Notwithstanding anything to the contrary herein, none of the survival periods, termination dates or limitations contained in this Section 8.01 shall apply to any claims relating to Fraud, which shall survive the Closing for the maximum period permitted by applicable Law.