Survival Periods. (a) Seller’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Seller’s liability for any breach of the representations and warranties set forth in Section 5.6 (Intellectual Property) shall survive until July 31, 2015, and Seller’s liability for any breach of the representations and warranties set forth in Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), or Section 5.19 (No Brokers) shall have no expiration. Subject to the foregoing, (i) Seller’s liability under Section 10.2(a)(iii) and Section 10.2(a)(vi) shall survive only until July 31, 2021, (ii) Seller’s liability under Section 10.2(a)(iv)(1) shall survive only until July 31, 2015, and (iii) Seller’s liability under Section 10.2(a)(iv)(2) shall survive only until July 31, 2014.
(b) Buyer’s liability for any breach of the representations and warranties made by it in this Agreement or the Ancillary Agreements shall survive until the date that is eighteen (18) months after the Closing Date, except that Buyer’s liability for any breach of the representations and warranties set forth in Section 6.2 (Authority, Validity and Effect) or Section 6.5 (No Brokers) shall have no expiration.
(c) The covenants of each Party made by it in this Agreement or the Ancillary Agreements shall survive the Closing in accordance with their terms.
(d) No Party providing indemnification pursuant to this Article X (an “Indemnifying Party”) is obligated to provide such indemnification to the other Party or its Related Persons (the “Indemnified Party”) based upon a breach of representations and warranties unless the Indemnified Party has delivered written notice of its claim for indemnification prior to the expiration of any applicable period set forth in Section 10.1(a) or Section 10.1(b).
(e) The survival periods set forth in this Section 10.1 are intended to shorten the period otherwise provided by law during which claims for breach of representations and warranties can be made, and that such claims must be asserted within the applicable survival period set forth in this Section 10.1 or be forever barred.
Survival Periods. For purposes of this Agreement, a “Survival Period” shall be the period during which a claim for indemnification may be asserted under this Agreement by an Indemnitee. The Survival Periods under this Agreement shall commence on the date of this Agreement and shall terminate as follows:
(a) The Survival Period for the representations, warranties, covenants and obligations of Buyer and Seller set forth in this Agreement shall terminate eighteen (18) months following the Closing Date; provided, however, that the Survival Period for (a) representations, warranties, covenants and obligations arising under Section 4.1 (Organization), Section 4.2 (Effect of Agreement), Section 4.6 (Acquired Assets; Sufficiency, other than the first and last sentences), Section 4.22 (Related Party Transactions), Section 4.23 (Brokerage Fees), Section 5.1 (Organization), Section 5.2 (Effect of Agreement), and Section 5.3 (Brokerage Fees) (collectively, the “Fundamental Representations”) shall continue indefinitely except as limited by Law (including any applicable statutes of limitation, extensions and tollings thereof); (b) representations, warranties, covenants and obligations arising under Section 4.16 (Employee Benefit Plans), Section 4.18 (Taxes), Section 4.26 (Environmental Matters) shall continue for a period specified in the applicable statute of limitations; and (c) covenants and obligations that require performance after Closing shall continue until performed. Notwithstanding the foregoing provisions or anything to the contrary in this Agreement, a party’s rights to bring legal and equitable claims for fraud or intentional misrepresentation shall survive for thirty (30) days after the expiration of the statute of limitations applicable to (A) such fraud or intentional misrepresentation itself or (B) the underlying matters with respect to which fraud or intentional misrepresentation was committed, whichever is later.
(b) No Indemnitor shall have any liability with respect to any Indemnification Matter unless an Indemnitee gives an Indemnification Notice with respect thereto within the Survival Period. Notwithstanding the foregoing, if prior to the close of business on the last day of the applicable Survival Period, an Indemnitor shall have been properly notified as provided hereunder of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity ...
Survival Periods. (a) The representations and warranties of Seller set forth in this Agreement or in any certificate or instrument delivered pursuant hereto (and Seller’s Liability for breach of any such representations and warranties) shall survive until the date that is two years after the Closing Date, except that the representations and warranties of Seller (and Seller’s Liability for breach of any such representations and warranties) set forth in Section 5.1 (Organization and Standing), Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), Section 5.17 (Employee Benefit Plans), Section 5.19 (Taxes) and Section 5.20 (No Brokers) shall survive until the date that is two months after the expiration of the applicable periods under the Laws prescribing applicable statues of limitation with respect to the subject matter of such representations and warranties.
(b) The representations and warranties of Buyer set forth in this Agreement or in any certificate or instrument delivered pursuant hereto (and Buyer’s Liability for breach of any such representations and warranties) shall survive until the date that is two years after the Closing Date, except that the representations and warranties of Buyer (and Buyer’s Liability for breach of any such representations and warranties) set forth in Section 6.1 (Organization and Standing), Section 6.2 (Authority, Validity and Effect) and Section 6.5 (No Brokers) shall survive until the date that is two months after the expiration of the applicable periods under the Laws prescribing applicable statues of limitation with respect to the subject matter of such representations and warranties.
(c) Except as otherwise expressly set forth herein, each covenant made by a Party under this Agreement shall survive the Closing in accordance with its terms.
Survival Periods. (a) The representations and warranties of Sellers and Buyer contained in this Agreement will survive for a period ending 18 months after the Closing Date; provided, however, that (i) the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing without limitation and (ii) the representations and warranties of the Sellers set forth in Section 5.7 (Taxes), Section 5.17 (Employee Benefit Plans) and Section 5.21 (Environmental Matters) shall survive until the date that is 60 days following the expiration of the statute of limitations applicable thereto.
(b) Notwithstanding anything to the contrary contained in this Article 11, (i) any claim for indemnification hereunder that is pending prior to the expiration of such representation, warranty, covenant or agreement upon which such claim is based may continue to be asserted and indemnified against until finally resolved and (ii) the Sellers shall have no liability to any Buyer Indemnified Party under this Article 11 for and with respect to any inaccuracies in or breaches of representations, warranties, covenants and agreements contained in this Agreement, as applicable, unless notice of such claim with respect thereto has been furnished to the Sellers on prior to the expiration date thereof in accordance with Section 11.4.
Survival Periods. If the Merger is consummated, the following survival periods will apply (each, a “Survival Period”):
(a) the representations and warranties of the Company contained in this Agreement will survive the Effective Time and remain in full force and effect until 11:59 p.m. Pacific Time on the Holdback Release Date; except that (i) the Company Fundamental Representations (other than Section 3.12 (Taxes)) will survive until the later of (A) expiration of the applicable statute of limitations or (B) 36 months following the Closing Date and (ii) Section 3.12 (Taxes) will survive until the later of (A) expiration of the applicable statute of limitations or (B) six years following the Closing Date; provided that nothing in this Section 9.5(a) will limit any Liability for Fraud or intentional misrepresentation;
(b) the Indemnifying Holders’ obligations for all other Indemnifiable Matters (other than for Pre-Closing Taxes and Fraud or intentional misrepresentation) will survive until the expiration of the applicable statute of limitations; except that the Survival Periods for Indemnifiable Matters relating to (i) Pre-Closing Taxes will be 60 days following the expiration of the applicable statute of limitations and (ii) Fraud or intentional misrepresentation will not be limited and claims related to Fraud or intentional misrepresentation shall survive indefinitely; and
(c) the representations, warranties and covenants of Parent contained in this Agreement and the other Transaction Documents will expire and be of no further force or effect as of the Effective Time; except for (i) covenants to be performed after the Effective Time, which will survive until performed and (ii) Sections 5.2(a) to 5.2(c), which will survive until all Parent Shares as part of the Consideration are actually issued in accordance with Section 2.4(a).
Survival Periods. (a) Subject to the limitations contained in this Article VI, all representations, warranties, covenants and agreements contained in this Agreement and in any Transaction Document shall (i) survive the execution and delivery of this Agreement or such Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (ii) expire and be of no further force and effect on the date that is fifteen (15) months after the date hereof (the “Survival Date”), provided that:
(i) with respect to the representations and warranties set forth in Sections 2.1 (Organization), 2.2 (Power; Authorization), 2.3 (Title to Shares), 2.6 (Brokerage), 3.1 (Organization; Corporate Power), 3.2 (Authorization), 3.3 (Capitalization and Related Matters), 3.3(d) (Subsidiaries; Investments), 3.15 (Tax Matters) and 3.22 (Brokerage) (such representations, collectively, the “Fundamental Representations”), such representations and warranties shall survive the Closing until the date which is sixty (60) days after all statutes of limitations applicable to the subject matter of such representations and warranties bar all claims with respect to such subject matter; and
(ii) covenants and agreements shall survive the Closing until fully performed or observed in accordance with their terms and the Survival Date shall be the date of such performance or observance.
(b) The parties agree that so long as written notice is given on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is finally resolved.
Survival Periods. All representations and warranties, and all covenants that contemplate or may involve actions to be taken or obligations in effect prior to the Closing, in each case contained in this Agreement or in any Schedule to this Agreement, or in any certificate, document or other instrument delivered in connection with this Agreement, and the right to commence any claim with respect thereto under Section 12.2(a) or 12.3(a), shall terminate and cease to be of further force and effect as of the date that is 12 months after the Closing Date; provided that (i) the representations and warranties set forth in Sections 5.2(a), (b) and (c), Section 5.6, 5.10, 6.4 and 6.6 shall survive indefinitely and (ii) the representations and warranties set forth in clause (ii) of the second sentence of Section 5.4, Sections 5.9, 5.11, 5.12, 5.13, 5.14 and 5.15 (the “Terminating Representations”) shall terminate as of the Closing. Those covenants that contemplate or may involve actions to be taken or obligations in effect at or after the Closing shall survive in accordance with their terms. Notwithstanding the foregoing, any covenant, agreement, representation, warranty or other matter in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 12.1 (other than with respect to the Terminating Representations, which will terminate as of the Closing), if notice of the inaccuracy or breach thereof or other matter giving rise to such right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time.
Survival Periods. All representations and warranties contained in this Agreement, and the right to commence any claim with respect thereto under Section 10.2 and Section 10.3, shall survive until the fifteen (15) month anniversary of the Closing Date; provided that (i) the Fundamental Representations and the Purchasers Fundamental Representations shall survive indefinitely; and (ii) the representations and warranties set forth in Section 3.9 (Intellectual Property), Section 3.18 (Environmental Health and Safety Matters) and Section 3.19 (Employee Benefits Plans) shall survive until the three (3) year anniversary of the Closing Date. Those covenants that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. Written notice of a claim under this Article X must be given to the Indemnifying Party in accordance with the provisions hereof prior to the expiration of the survival period set forth in this Section 10.1.
Survival Periods. Except as provided in Section 11.4, all representations and warranties contained or made in, or in connection with, this Agreement or in any Schedule, or any certificate, document or other instrument delivered in connection herewith, shall survive the Closing for a period of eighteen months.
Survival Periods. All representations and warranties, and all covenants that contemplate or may involve actions to be taken or obligations in effect prior to the Closing, in each case contained in this Agreement or in any Schedule to this Agreement, and the right to commence any claim with respect thereto under Section 8.2(a) or 8.3(a), shall terminate and cease to be of further force and effect as of the date that is 12 months after the Closing Date; provided that the representations and warranties set forth in Sections 3.2(a), (b) and (d), 3.8 and 4.4 shall survive indefinitely. Those covenants that contemplate or may involve actions to be taken or obligations in effect at or after the Closing shall survive in accordance with their terms. Notwithstanding the foregoing, any covenant, agreement, representation, warranty or other matter in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 8.1, if notice of the inaccuracy or breach thereof or other matter giving rise to such right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time.
