Survival Periods. The representations and warranties of the parties contained in this Agreement or in any certificate or like instrument delivered pursuant hereto shall survive the Closing until the date that is eighteen (18) months from the Closing Date (the “Survival Period”); provided, that (i) the representations and warranties of Sellers contained in Section 2.11 [Employee Benefit Plans] and Section 2.13 [Taxes] shall survive the Closing until the expiration of the state and federal statute of limitations applicable to the matters covered thereby, (ii) the representations and warranties of Sellers contained in Section 2.17 [Environmental] shall survive for five years from the Closing Date, and (iii) the representations and warranties in Section 2.1 [Organization, etc.], Section 2.2 [Subsidiaries], Section 2.4 [Ownership of Securities], Section 2.25 [Brokers; Finders and Fees] Section 3.1 [Title to Securities], Section 3.2 [Valid and Binding Agreement], Section 4.1 [Organization, etc.], Section 4.2 [Authority Relative to this Agreement] and Section 4.5 [Brokers, Finders and Fees] of this Agreement shall survive the Closing indefinitely, (iv) the representations and warrants in Section 2.16 that relate to the “Xxxxxx Xxxx” trademark, trade name, domain name and related logos listed on Section 2.16 of the Seller Disclosure Letter shall survive the Closing indefinitely and (v) the covenants and agreements of Sellers, Sellers’ Representative or Buyer contained in this Agreement shall survive indefinitely, provided, however, in all instances that, with respect to any specific representation or warranty under which an Indemnified Party shall have delivered a notice of a claim prior to the respective termination date for the Survival Period of such representation or warranty as set forth in this subsection and as to which such claim has not been completely and finally resolved prior to such termination date, such representation or warranty shall survive for purposes of such claim for the period of time beyond such termination date sufficient to resolve, completely and finally, the claim relating to such representation or warranty in accordance with this Agreement. Except as otherwise provided herein, the parties agree that no claims or causes of action may be brought against Sellers or Buyer based upon any of the representations and warranties contained in this Agreement after the Survival Period.
Survival Periods. If the Merger is consummated, the representations and warranties of the parties contained in this Agreement and the representations and warranties set forth in the Company’s closing certificate referenced in Section 8.2, respectively, shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twelve (12) months following the Closing (the “Indemnity Period”), except that the representations and warranties set forth in the Fundamental Representations shall survive the Effective Time, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement for a period of twenty-four (24) months following the Closing (the “Fundamental Reps Indemnity Period”); provided, however, that (a) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any representation or warranty that is not a Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Indemnity Period shall be affected by the expiration of such Indemnity Period, and (b) no right to indemnification pursuant to this Article X in respect of any claim based upon any breach of any Fundamental Representation that is set forth in a Notice of Claim delivered prior to the expiration of the Fundamental Reps Indemnity Period shall be affected by the expiration of such Fundamental Reps Indemnity Period. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article V, Article VI and Article VII) shall expire and be of no further force or effect as of the Effective Time, except to the extent such covenants provide that they are to be performed after the Effective Time, in which case such covenants shall survive until fully performed or observed in accordance with their terms. The right to indemnification pursuant to Article X based on any breach or inaccuracy of such representations and warranties will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty; provided, however, that the representations and warranties of the Company shall be deemed to be limited by the disclosures set ...
Survival Periods. All representations and warranties contained in this Agreement (including the Schedules hereto) shall survive for a period of eighteen (18) months, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statue of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall survive for eighteen (18) months following the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding with respect to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolved.
Survival Periods. All representations and warranties made by the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that:
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. (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.
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.
Survival Periods. The representations and warranties in this ---------------- Agreement shall survive for a period of six (6) months following the Closing. A claim by any party hereunder shall survive if notice thereof is given in accordance with Section 10.4(a) within such six (6) month period.
Survival Periods. All representations and warranties of each of the Seller and the Purchaser contained in Articles III and IV of this Agreement, respectively, and all claims and causes of action with respect thereto, shall terminate (Verjährung) on the third (3rd) anniversary of the Share Closing Date or the Cash Payment Option Closing Date (whichever occurs later), except with respect to the representations and warranties of the Seller contained in Sections 3.5 and 3.6 which shall survive the Closing for a period of five (5) years after the Share Closing Date or the Cash Payment Option Closing Date (whichever occurs later). Any claim or cause of action with respect to a breach of any covenant, agreement, undertaking or obligation of either the Purchaser or the Seller under this Agreement shall terminate (Verjährung) upon the expiration of the applicable statute of limitation period. Notice (Rxxx) of any claim for indemnification under Sections 8.2 and 8.3 hereof shall have been duly given by any Party hereto if given any time within the applicable survival period. In such case, the claims and rights to indemnification of any such Party relating to such breaches of representations and warranties, covenants, agreements, undertakings or obligations that are the subject of such indemnification claim shall survive until such time as such claim is finally resolved. Articles 200, 201 and 210 of the Swiss Code of Obligations are hereby expressly waived by the Parties.
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.
