Survival Period. Each representation, warranty, covenant and agreement contained in this Agreement shall survive until the date that is one year following the Closing Date, except that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (ii) the representations and warranties set forth in Sections 3.2, 3.4, 4.1, 4.2, 4.3, 4.4 and 5.2 shall survive indefinitely and (iii) the representations and warranties set forth in Section 4.10 and the covenants and agreements set forth in Sections 6.1, 6.4, 6.5 and 6.6 shall survive until thirty (30) days after the expiration of the applicable statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing with respect to the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the applicable statute of limitations with respect to the representations and warranties of set forth in Section 4.10 and the covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X shall survive forever. No party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party in accordance with Section 11.3 prior to or on the applicable Survival Termination Date, such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this Agreement.
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Samples: Stock Purchase Agreement, Stock Purchase Agreement (AutoTrader Group, Inc.)
Survival Period. Each representation, warranty, covenant The representations and agreement warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the date that is one year expiration of eighteen (18) months following the Closing Date; provided, except however, that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (iia) the representations and warranties set forth in Sections 3.23.02 (Authorization), 3.43.03 (No Conflict or Violation), 4.13.05 (Capitalization and the Shares), 4.23.09(a) (Title to and Sufficiency of Assets), 4.34.01 (Authorization, 4.4 Execution and 5.2 Enforceability), 4.02 (No Conflict or Violation), 4.03 (Shares), 4.06 (Securities Act), 4.07 (Experience), and 4.08 (Waiver of Certain Transfer Restrictions) shall survive indefinitely forever, and (iiib) the representations and warranties set forth in Section 4.10 Sections 3.15 (Environmental Matters), 3.16 (Intellectual Property), 3.17 (Tax Matters), 3.18 (Employee Benefit Plans), 3.20 (Government Contracts and the covenants Subcontracts) and agreements set forth in Sections 6.1, 6.4, 6.5 3.22 (Improper and 6.6 Other Payments) shall survive the Closing and continue in effect until thirty forty five (3045) days after the expiration of the applicable statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing with respect to the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the all applicable statute of limitations with respect to the representations and warranties of set forth in Section 4.10 and the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, made by the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X Parties herein shall survive foreverin accordance with their respective terms, and if no specific term is specified, in perpetuity. No party Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Datesurvival period. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party Party in accordance with Section 11.3 prior to or on 12.01 within the applicable Survival Termination Datesurvival period, the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this Agreement.
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Survival Period. Each representation, warranty, covenant and agreement contained in this Agreement shall survive until the date that is one year following the Closing Date, except that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (ii) the The representations and warranties set forth of the parties contained in Sections 3.2, 3.4, 4.1, 4.2, 4.3, 4.4 Articles III and 5.2 IV hereof shall survive indefinitely and (iii) the Closing until the first anniversary of the Closing Date except that Seller's representations and warranties set forth in Section 4.10 and the covenants and agreements set forth contained in Sections 6.13.1, 6.43.2, 6.5 3.7(a), 3.9(a), 3.11, 3.12, 3.13(c), 3.17 and 6.6 3.19 and Purchaser's representations and warranties contained in Sections 4.1 and 4.2 shall survive until thirty for ninety (3090) days after following the expiration of the applicable statue of limitations. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the "Survival Period" with respect to such representation or warranty. The parties intend to shorten the statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing except with respect to the covenants specific representations and agreements warranties enumerated in the first sentence of this Section 8.1) and agree that no claims may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement (other than Sections 6.1, 6.4, 6.5 after the Survival Period with respect to such representation and 6.6) warranty. The covenants and agreements of the parties hereto contained herein shall survive in accordance with their respective terms. It is specifically agreed that notwithstanding anything to the extent contrary contained in any Deed, the representations and warranties contained in Section 3.9 shall survive the Closing, pursuant to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the applicable statute of limitations this Section 8.1, with respect to the representations and warranties of set forth in Section 4.10 and the covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X shall survive forever. No party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party in accordance with Section 11.3 prior to or on the applicable Survival Termination Date, such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this AgreementReal Property described therein.
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Survival Period. Each representation, warranty, covenant The representations and agreement warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the date that is one year expiration of fifteen (15) months following the Closing Date; provided, except however, that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (iia) the representations and warranties set forth in Sections 3.23.02 (Authorization), 3.43.03 (No Conflict or Violation), 4.13.05 (Capitalization and the Shares), 4.2the first sentence of 3.09(a) (Title to and Sufficiency of Assets), 4.34.01 (Authorization, 4.4 Execution and 5.2 Enforceability), 4.02 (No Conflict or Violation), 4.03 (Shares), 5.02 (Authorization, Execution and Enforceability), 5.03 (No Conflict or Violation), 5.10 (Holdback Shares) shall survive indefinitely and forever (iiicollectively, the “Fundamental Representations”); (b) the representations and warranties set forth in Section 4.10 3.20 (Government Contracts and Subcontracts) shall survive the covenants Closing and agreements continue in effect until the expiration of thirty six (36) months following the Closing Date; and (c) the representations and warranties set forth in Sections 6.13.15 (Environmental Matters), 6.43.17 (Tax Matters), 6.5 3.18 (Employee Benefit Plans), 4.06 (Securities Act), 4.07 (Experience), and 6.6 4.08 (S Corporation Stockholder) shall survive the Closing and continue in effect until thirty forty five (3045) days after the expiration of the applicable statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing with respect to the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the all applicable statute of limitations with respect to the representations and warranties of set forth in Section 4.10 and the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, made by the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X Parties herein shall survive foreverin accordance with their respective terms, and if no specific term is specified, to the extent permitted by applicable Law. No party Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Datesurvival period. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party Party in accordance with Section 11.3 prior to or on 9.01 within the applicable Survival Termination Datesurvival period, the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this Agreement.
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Survival Period. Each representation, warranty, covenant and agreement contained in this Agreement (i) The Parent Fundamental Representations shall survive until the date that is one year following Closing and continue in full force and effect for a period of six years after the Closing Date, except that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (ii) the Company’s and Seller Parties’ representations and warranties set forth contained in Sections 3.2, 3.4, 4.1, 4.2, 4.3, 4.4 Section 3.4 and 5.2 Section 4.5 shall survive indefinitely the Closing and continue in full force and effect for a period of 20 years after the Closing Date, (iii) the Company Fundamental Representations (other than those contained in Section 3.4 and Section 4.5) shall survive the Closing and continue in full force and effect for a period of six years after the Closing Date, (iv) the Seller Parties’ and the Company’s representations and warranties set forth contained in Section 4.10 and the covenants and agreements set forth in Sections 6.1, 6.4, 6.5 and 6.6 3.21 relating to tax matters shall survive the Closing until thirty (30) 60 days after the expiration of the applicable statute of limitations limitations, and (v) any claim involving Fraud shall survive for a period of 20 years after the Closing Date, except in each case -69- that any written claim for breach thereof made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the Party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the Party making such claim. The representations and warranties of the Parties, other than (a) the Company Fundamental Representations, (b) the Parent Fundamental Representations, (c) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters, or (d) claims involving Fraud, shall not survive the Closing. The Parties further acknowledge and agree that is the time periods set forth in this Section 10.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. Other than (w) the Parent Fundamental Representations, (x) one year following the Closing DateCompany Fundamental Representations, (y) the Closing with respect to Seller Parties’ and the covenants Company’s representations and agreements warranties contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) Section 3.21 relating to the extent to be performed in whole prior to the Closing tax matters and (z) thirty (30) days after expiration date of claims involving Fraud, which shall survive the applicable statute of limitations with respect Closing, as and to the extent provided in this Section 10.1 above, no other representations and warranties of set forth in Section 4.10 and the covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X shall survive forever. No party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party in accordance with Section 11.3 prior to or on the applicable Survival Termination Date, such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made Parties in this Agreement shall survive any termination the Closing and all of this Agreementsuch other representations and warranties shall expire at the Closing. Section 10.2.
Appears in 1 contract
Samples: Equity Purchase Agreement
Survival Period. Each representation, warranty, covenant The representations and agreement warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the date that is one year expiration of fifteen (15) months following the Closing Date; provided, except however, that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (iia) the representations and warranties set forth in Sections 3.23.02 (Authorization), 3.43.03 (No Conflict or Violation), 4.13.05 (The Shares), 4.23.09(a) (Title to and Sufficiency of Assets), 4.34.01 (Authorization, 4.4 Execution and 5.2 Enforceability), 4.02 (No Conflict or Violation), 4.03 (Shares), 4.06 (Securities Act), 4.07 (Experience), 4.08 (Waive of Certain Transfer Restrictions) and 4.09 (S Corporation Shareholder) shall survive indefinitely and forever, (iiib) the representations and warranties set forth in Section 4.10 3.20 (Government Contracts and Subcontracts) shall survive the covenants Closing and agreements continue in effect until the expiration of thirty six (36) months following the Closing Date and (c) the representations and warranties set forth in Sections 6.13.15 (Environmental Matters), 6.43.16 (Intellectual Property), 6.5 3.17 (Tax Matters), 3.18 (Employee Benefit Plans) and 6.6 3.22 (Improper and Other Payments) shall survive the Closing and continue in effect until thirty forty five (3045) days after the expiration of the applicable statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing with respect to the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the all applicable statute of limitations with respect to the representations and warranties of set forth in Section 4.10 and the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, made by the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X Parties herein shall survive foreverin accordance with their respective terms, and if no specific term is specified, in perpetuity. No party Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination survival period, provided that any claim for indemnification under this Article VII relating to or arising out of any breach or violation of Section 6.01 must be made within fifteen (15) months after the Closing Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party Party in accordance with Section 11.3 prior to or on 9.01 within the applicable Survival Termination Datesurvival period (or within fifteen (15) months after the Closing Date in the case of claims relating to Section 6.01), the cause of action that is the subject of such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this Agreement.
Appears in 1 contract
Survival Period. Each representation, warranty, covenant and agreement contained in this Agreement (i) The Parent Fundamental Representations shall survive until the date that is one year following Closing and continue in full force and effect for a period of six years after the Closing Date, except that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (ii) the Company’s and Seller Parties’ representations and warranties set forth contained in Sections 3.2, 3.4, 4.1, 4.2, 4.3, 4.4 Section 3.4 and 5.2 Section 4.5 shall survive indefinitely the Closing and continue in full force and effect for a period of 20 years after the Closing Date, (iii) the Company Fundamental Representations (other than those contained in Section 3.4 and Section 4.5) shall survive the Closing and continue in full force and effect for a period of six years after the Closing Date, (iv) the Seller Parties’ and the Company’s representations and warranties set forth contained in Section 4.10 and the covenants and agreements set forth in Sections 6.1, 6.4, 6.5 and 6.6 3.21 relating to tax matters shall survive the Closing until thirty (30) 60 days after the expiration of the applicable statute of limitations limitations, and (v) any claim involving Fraud shall survive for a period of 20 years after the Closing Date, except in each case that any written claim for breach thereof made in good faith with reasonable specificity (to the extent known at such time) prior to such expiration date and delivered to the Party against whom indemnification is sought shall survive until finally resolved thereafter and, as to any such claim, such applicable expiration will not affect the rights to indemnification of the Party making such claim. The representations and warranties of the Parties, other than (a) the Company Fundamental Representations, (b) the Parent Fundamental Representations, (c) the Seller Parties’ and the Company’s representations and warranties contained in Section 3.21 relating to tax matters, or (d) claims involving Fraud, shall not survive the Closing. The Parties further acknowledge and agree that is the time periods set forth in this Section 10.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties. Other than (w) the Parent Fundamental Representations, (x) one year following the Closing DateCompany Fundamental Representations, (y) the Closing with respect to Seller Parties’ and the covenants Company’s representations and agreements warranties contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) Section 3.21 relating to the extent to be performed in whole prior to the Closing tax matters and (z) thirty (30) days after expiration date of claims involving Fraud, which shall survive the applicable statute of limitations with respect Closing, as and to the extent provided in this Section 10.1 above, no other representations and warranties of set forth in Section 4.10 and the covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X shall survive forever. No party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Date. In the event, however, that notice of any claim for indemnification for breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 is given to the other party in accordance with Section 11.3 prior to or on the applicable Survival Termination Date, such indemnification claim shall survive until such time as such claim is finally resolved. A claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration of the time to make such claims. Notwithstanding the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made Parties in this Agreement shall survive any termination the Closing and all of this Agreementsuch other representations and warranties shall expire at the Closing.
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Survival Period. Each representation, warranty, covenant The representations and agreement warranties of the Parties contained in this Agreement shall survive the Closing and continue in effect until the date that is one year expiration of eighteen (18) months following the Closing Date; provided, except however, that (i) the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing shall not survive the Closing, (iia) the representations and warranties set forth in Sections 3.25.1 (Organization and Corporate Power of Company), 3.45.2 (Organization and Corporate Power of Sensage International), 4.15.4 (Authorization, 4.2Execution and Enforceability), 4.35.5 (No Conflict or Violation), 4.4 5.7 (Capital Stock), 5.10(a) (Title to Properties), 5.14 (Brokerage), 6.1 (Organization, Standing and 5.2 Power), 6.2 (Authorization, Execution and Enforceability) and 6.6 (No Brokers) and the representations and warranties made by the Shareholders in their Letters of Transmittal shall survive indefinitely forever, and (iiib) the representations and warranties set forth in Section 4.10 Sections 5.15 (Environmental Matters), 5.17 (Tax Matters), and the covenants and agreements set forth in Sections 6.1, 6.4, 6.5 and 6.6 5.18 (Employee Benefit Plans) shall survive the Closing and continue in effect until thirty forty five (3045) days after the expiration of the applicable statute of limitations (such date that is (x) one year following the Closing Date, (y) the Closing with respect to the covenants and agreements contained in this Agreement (other than Sections 6.1, 6.4, 6.5 and 6.6) to the extent to be performed in whole prior to the Closing and (z) thirty (30) days after expiration date of the all applicable statute of limitations with respect to the representations and warranties of set forth in Section 4.10 and the matters addressed therein (including any extensions or tolling or waiver thereof). The covenants and agreements set forth in Section 6.1, 6.4, 6.5 and 6.6, as applicable, made by the “Survival Termination Date”). Notwithstanding the foregoing, the covenants and agreements set forth in Article X Parties herein shall survive foreverin accordance with their respective terms, and if no specific term is specified, in perpetuity. No party Party shall have any liability with respect to claims first asserted in connection with any representation, warranty, covenant or agreement after the applicable Survival Termination Datesurvival period. In the eventIf, however, that an Indemnitee delivers to an Indemnitor, before expiration of the applicable survival period, a notice of any claim for indemnification for based upon a breach of a representation, warranty, covenant or agreement under Section 8.2 or Section 8.3 agreement, then the cause of action that is given to the other party in accordance with Section 11.3 prior to or on the applicable Survival Termination Date, subject of such indemnification claim shall survive until such time as such claim is finally resolved. A If the proceeding or claim with respect to which any notice of claim for indemnification may be made with respect to any matter which may serve as a reasonable basis for any possible Losses prior to the expiration has been given is definitively withdrawn or resolved in favor of the time to make such claims. Notwithstanding Indemnitee, the foregoing, except as set forth in Section 9.2, no representation, warranty, covenant or agreement made in this Agreement shall survive any termination of this AgreementIndemnitee will promptly so notify the Indemnitor.
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