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

Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by any Party to this Agreement or in the certificates required by Section 7.1(g) or 7.2(h) shall not survive the Closing and shall be of no further force or effect, except that (i) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof and (ii) all representations and warranties set forth in Sections 4.21, 4.22 and 5.7 hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing. (b) The covenants and obligations of the Parties set forth in this Agreement, including without limitation the indemnification obligations of the Parties under Article VIII hereof, shall survive the Closing indefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties hereto without limitation as to time or amount (except as otherwise specifically set forth herein).

Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by any Party each party to this Agreement Agreement, or in the certificates required by Section 7.1(g) any certificate or 7.2(h) other writing furnished in connection herewith, shall not survive the Closing for a period of two years after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (ia) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof and thereof, (iib) all representations and warranties set forth in Sections 4.21, 4.22 and 5.7 hereof with respect to environmental matters shall survive the Closing indefinitelyfor a period of six years after the Closing Date, and (c) any representation or warranty as to which a claim (including without limitation a contingent claim) shall have been asserted prior to the expiration of such representation or warranty shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. Each Party party shall be entitled to rely upon the representations and warranties of the other Party party or Parties parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party party to complete the Closing. (b) The covenants and obligations of the Parties set forth in this Agreement, including without limitation the indemnification obligations of the Parties under Article VIII hereof, shall survive the Closing indefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties hereto without limitation as to time or amount (except as otherwise specifically set forth herein).

Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by any Party to this Agreement or contained in the certificates required by Section 7.1(gArticle IV and Article V shall survive for eighteen (18) or 7.2(h) shall not survive months from the Closing and shall be Date. The expiration of no further force or effect, except that (i) all the representations and warranties relating to Taxes contained in Article IV and Tax Returns Article V shall survive not affect the Closing for Parties' obligations under Article IX if the period Indemnitee provided the Indemnifying Party with proper notice of the applicable statutes of limitation plus any extensions claim or waivers thereof and (ii) event for which indemnification is sought prior to such expiration. Notwithstanding the foregoing, all representations and warranties set forth in Sections 4.214.1 (Organization), 4.22 4.2 (Authority), 4.10 (Environmental Matters), 4.12 (ERISA), 4.20 (Qualified Decommissioning Fund), 4.21 (Non-Qualified Decommissioning Fund) and 5.7 hereof 4.24 (Taxes) hereof, and any claim with respect to fraud, intentional misrepresentation or a deliberate or willful breach by the Seller, shall survive the Closing indefinitelyuntil expiration of the applicable statutes of limitations after giving effect to any extensions thereof. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing. (b) The Except as provided in Section 11.3(a), the covenants and obligations of the Parties Seller and the Buyer set forth in this Agreement, including including, without limitation limitation, the indemnification obligations of the Parties under Article VIII IX hereof, shall survive the Closing indefinitely, and the Parties each Party shall be entitled to the full performance thereof by the other Parties Party hereto without limitation as to time or amount (except as otherwise specifically set forth herein)amount.

Survival of Representations, Warranties, Covenants and Obligations. (a) 10.3.1. The representations and warranties given or made by any Party to this Agreement or in the certificates required by Section 7.1(g) 7.1.5 or 7.2(h) 7.2.5 shall not survive the Closing and shall be for a period of no further force or effect, twelve (12) months except that (i) all the representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof thereof; and (ii) all representations and warranties set forth in Sections 4.214.1, 4.22 4.2, 4.9, 4.16, 5.1, 5.2, 5.6, 5.7 and 5.7 6.8 hereof shall survive the Closing indefinitely. Notwithstanding the foregoing, no such limitation of the survival period shall apply in the event of the intentional misrepresentation or fraudulent breach of any representation or warranty of Buyer, Buyer’s Parent or Guarantor or Seller contained in this Agreement (it being understood that the Party seeking indemnity shall bear the burden of establishing the existence of the intentional misrepresentation or fraudulent breach). Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing. (b) The 10.3.2. Except as otherwise expressly provided in this Agreement, the covenants and obligations of the Parties set forth in this Agreement, including without limitation the indemnification obligations of the Parties under Article VIII hereof8, shall survive the Closing indefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties hereto without limitation as to time or amount (except as otherwise specifically set forth herein).

Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by any each Party to this Agreement or in the certificates required by Section 7.1(g) any certificate or 7.2(h) other writing furnished in connection herewith shall not survive the Closing for a period of three (3) years after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (ia) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof and (iib) all the representations and warranties set forth contained in Sections 4.21, 4.22 Section 4.7 will survive indefinitely and 5.7 hereof (c) any representation or warranty as to which a claim (including without limitation a contingent claim) shall survive have been asserted prior to the Closing indefinitelyexpiration of such representation or warranty shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing. (b) The covenants and obligations of the Parties Seller and Buyer set forth in this Agreement, including without limitation the indemnification obligations of the Parties under this Article VIII hereof8, shall survive the Closing indefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties hereto without limitation as to time or amount (except as otherwise specifically set forth herein)indefinitely in accordance with their terms.