Common use of Survival Periods Clause in Contracts

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 Seller set forth the parties contained in this Agreement or in any certificate or like instrument delivered pursuant hereto (and Seller’s Liability for breach of any such representations and warranties) shall survive the Closing until the date that is two years after eighteen (18) months from the Closing DateDate (the “Survival Period”); provided, except that (i) the representations and warranties of Seller (and Seller’s Liability for breach of any such representations and warranties) set forth Sellers contained in Section 5.1 (Organization and Standing), Section 5.2 (Authority, Validity and Effect), Section 5.4 (Title), Section 5.17 (2.11 [Employee Benefit Plans), Section 5.19 (Taxes) ] and Section 5.20 (No Brokers) 2.13 [Taxes] shall survive the Closing until the date that is two months after the expiration of the state and federal statute of limitations applicable periods under the Laws prescribing applicable statues of limitation with respect to the subject matter of such representations and warranties. matters covered thereby, (bii) 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 Sellers contained in Section 2.17 [Environmental] shall survive for five years from the Closing Date, and (and Buyer’s Liability for breach of any such iii) the representations and warranties) set forth warranties in Section 6.1 (Organization and Standing)2.1 [Organization, etc.], Section 6.2 (Authority2.2 [Subsidiaries], Validity Section 2.4 [Ownership of Securities], Section 2.25 [Brokers; Finders and Effect) 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 6.5 (No 4.5 [Brokers) shall survive until the date that is two months after the expiration , Finders and Fees] 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 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 its termsthis 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. (a) The All representations and warranties of Seller set forth the parties contained 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 the Closing and shall continue until the date that is two years after 18-month anniversary of the Closing DateDate but, except as provided in Section 6.2(a)(iii) of this Agreement, shall not survive any termination of this Agreement; provided 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 2.1 (Organization and StandingOrganization; Etc. of Seller), Section 5.2 2.2 (Authority, Validity and EffectAuthority of Seller), Section 5.4 2.3 (TitleCapitalization), Section 5.17 2.4(b) (Ownership), Section 2.10 (Employee Benefit Plans), Section 5.19 2.14 (Environmental Matters), Section 3.1 (Organization; Etc. of Buyer), Section 3.2 (Authority of Buyer) (the “Fundamental Representations”) shall survive the Closing and shall continue until the 36-month anniversary of the Closing Date, all claims for breach of any other covenant shall survive until the 36-month anniversary of the Closing Date, the representations and warranties set forth in Section 2.13 (Taxes) and Section 5.20 4.8 (No BrokersTax Matters) shall survive until the date that is two months after 60 days following the expiration of the applicable periods under the Laws prescribing applicable statues statute of limitation with respect to the subject matter of such representations limitations, 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 2.4(a) (Organization and Standing), Section 6.2 (Authority, Validity and Effect) and Section 6.5 (No BrokersOwnership) shall survive indefinitely. The covenants and agreements of the parties contained in this Agreement that by their terms contemplate performance after the Closing, including without limitation Sections 4.8 and 4.12, shall survive the Closing until 60 days following the date that specified therein, or if no such date is two months after specified, the expiration of the applicable periods under the Laws prescribing statute of limitations for each such covenant and agreement. The applicable statues of limitation with respect to the subject matter of such representations and warranties. (c) Except as otherwise expressly period set forth hereinabove in this Section 7.1 for each such representation, each warranty, covenant made by a Party under and agreement is referred to herein as the “Survival Period.” The parties intend to modify the statute of limitations and agree that no claims or causes of action may be brought against the Seller or the Buyer based upon, directly or indirectly, any of the representations, warranties, covenants or agreements contained in this Agreement shall survive after the Closing applicable Survival Period or, except as provided in accordance with its termsSection 6.2(a)(iii) of this Agreement, any termination of this Agreement.

Survival Periods. (a) The Sellers' liability for any breach of the representations and warranties of Seller set forth made by them 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 eighteen months after the Closing Date, except that that: (i) Sellers' liability for any breach of the representations and warranties set forth in Section 5.17 (Taxes) or Section 5.18 (Employee Benefit Plans) will survive until the expiration of Seller (and Seller’s Liability for breach all applicable periods under the Laws prescribing applicable statutes of any limitation with respect to the subject matter of such representations and warranties; (ii) Sellers' liability for any breach of the representations and warranties set forth in Section 5.19 (Environmental Matters) will survive for five years after the Closing Date; and (iii) Sellers' liability for any breach of the representations and warranties set forth in Section 5.1 (Organization and Standing), Section 5.2 (Authority, Validity and Effect), Section 5.4 5.6 (TitleAcquired Assets), or Section 5.17 (Employee Benefit Plans), Section 5.19 (Taxes) and Section 5.20 5.24 (No Brokers) will survive indefinitely. (b) Buyer's liability for any breach of the representations and warranties made by it in this Agreement shall survive until the date that is two six months after the expiration of the applicable periods under Lock-Up Period (as defined in 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 DateShare Ownership Agreement), except that Buyer's liability for any breach of 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 6.3 (Capitalization; Title to Stock), or Section 6.11 (No Brokers) shall will 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 warrantiesindefinitely. (c) Except as otherwise expressly set forth herein, each covenant made by a Party under this Agreement Each of the covenants and agreements of the Parties shall survive the Closing in accordance with its terms.

Survival Periods. (a) The All representations and warranties of Seller set forth the parties contained in this Agreement or in any certificate Schedule to this Agreement, or any certificate, document or other instrument delivered pursuant hereto (and Seller’s Liability for breach of any such representations and warranties) in connection herewith shall survive the Closing until the date that is two years twenty-four (24) months 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 Sections 2.2 through 2.7, 2.11, 2.12, 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) 2.15 through 2.23 shall survive the Closing until the date that is two twelve (12) months after the Closing Date and the representations and warranties set forth in Sections 2.1, 2.24, 3.1 and 3.2 and Article 6 shall survive the Closing until the expiration of the longest statute of limitations applicable periods under the Laws prescribing applicable statues of limitation to each such respective representation and warranty. No action or proceeding may be brought with respect to any of the subject matter of such representations and warranties, unless written notice thereof, setting forth in reasonable detail the claimed misrepresentation or breach of warranty, shall have been delivered to the party alleged to have breached such representation or warranty prior to the expiration date of such period. (b) The Notwithstanding any provision to the contrary contained in this Agreement, Sellers' obligation and liability for any and all breaches of the representations and warranties of Buyer set forth in this Agreement or Agreement, shall not exceed in any certificate or instrument delivered pursuant hereto the aggregate the amount of $22 million (and Buyer’s Liability for breach of any such representations and warranties) the "Cap"); provided that Buyers shall survive not be entitled to indemnification until the date that is two years after aggregate dollar amount of all such obligations and liabilities for such breaches shall equal in the Closing Date, except that aggregate the representations amount of $4 million (the "Basket"). Sellers shall be obligated to pay to Buyers any amount in excess of the Basket up to the Cap. The Cap and warranties of Buyer (and Buyer’s Liability for breach of any such representations and warranties) Basket set forth in Section 6.1 (Organization and Standing), Section 6.2 (Authority, Validity and Effect) and Section 6.5 (No Brokers) the preceding sentences shall survive until the date that is two months after the expiration of the applicable periods not apply to Liabilities for Taxes under Article 6 or for Liabilities under the Laws prescribing applicable statues of limitation with respect to the subject matter of such representations and warrantiesRetirement Plan. (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 All representations and warranties of Seller set forth the Company and the Principals contained in this Agreement Agreement, the Disclosure Schedule, the Related Agreements or in any certificate or instrument document delivered pursuant hereto in connection herewith or therewith shall survive the Closing and shall remain in full force and effect for 12 months after the Closing Date (such 12 -month anniversary to the Closing Date being referred to as the "Expiration Date") and Seller’s Liability for breach of any shall apply beyond such 12 month period with respect to claims asserted in writing within such 12 month period; provided, however, that those representations and warranties) warranties which relate to taxes, benefit plans, environmental liabilities and Intellectual Property Rights shall survive until the date that is two years after the Closing Date, except that the representations 90 days beyond all applicable statutes of limitations have expired and warranties of Seller (and Seller’s Liability for breach of any shall apply beyond 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 period with respect to claims asserted in writing during such period. Except as otherwise provided, the subject matter covenants and agreements of the parties hereto shall survive the Closing. Rights of an Indemnified Party to indemnification shall not be limited or affected in any way by any pre-Closing investigation by such Indemnified Party or by such Indemnified Party's actual knowledge of any inaccuracy of the representations and warranties. (b) The All representations and warranties of Parent and the Buyer set forth contained in this Agreement Agreement, the Buyer Disclosure Schedule, the Related Agreements or in any certificate or instrument document 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 connection herewith or therewith shall survive the Closing and shall remain in accordance with full force and effect for a period of twelve months after the Closing Date and any claims in respect thereof, whether made by the Company or a Principal or any current or former holder of the capital stock of the Company or any of its termssubsidiaries, shall be limited to an amount in the aggregate not in excess of $150,000.

Survival Periods. (a) The All representations and warranties of Seller set forth the Sellers contained in this Agreement Agreement, the Sellers' Disclosure Schedule, the Related Agreements or in any certificate or instrument document delivered pursuant hereto in connection herewith or therewith shall survive the Closing and shall remain in full force and effect for 24 months after the Closing Date (such 24-month anniversary to the Closing Date being referred to as the "Expiration Date") and Seller’s Liability for breach of any shall apply beyond such 24 month period with respect to claims asserted in writing within such 24 month period; provided, however, that those representations and warranties) warranties which relate to taxes, benefit plans, environmental liabilities and Intellectual Property Rights shall survive until 90 days beyond all applicable statutes of limitations have expired. Except as otherwise provided, the date that is two years after covenants and agreements of the parties hereto shall survive the Closing. Rights of an Indemnified Party to indemnification shall not be limited or affected in any way by any pre-Closing Date, except that the representations and warranties of Seller (and Seller’s Liability for breach investigation by such Indemnified Party or by such Indemnified Party's actual knowledge 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 inaccuracy 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 All representations and warranties of Parent and the Buyer set forth contained in this Agreement Agreement, the Buyer Disclosure Schedule, the Related Agreements or in any certificate or instrument document 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 connection herewith or therewith shall survive the Closing and shall remain in accordance with full force and effect for a period of twelve months after the Closing Date and any claims in respect thereof, whether made by the Sellers or any current or former holder of the capital stock of KSG or any of its termssubsidiaries, shall be limited to an amount in the aggregate not in excess of $150,000.

Survival Periods. (a) The representations and warranties of Seller set forth made in this Agreement Asset Purchase Agreement, the Transaction Documents or in any certificate exhibit, schedule, document, certificate, or other instrument delivered by or on behalf of the parties pursuant hereto (and Seller’s Liability for breach of any such representations and warranties) to this Asset Purchase Agreement or the Transaction Documents shall survive any investigation made by any party hereto and the Closing of the transactions contemplated hereby until the date that is two years after second anniversary of the Closing Date, except that those representations and warranties contained in SECTION 3.3 (Ownership of Acquired Assets) and SECTION 3.4 (No Conflict or Violation) which will survive indefinitely. As to any matter which is based upon willful fraud by the indemnifying party, 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) this Asset Purchase Agreement shall survive until the date that is two months after the expire only upon expiration of the applicable periods statute of limitations. No party will be liable to another under any warranty or representation, after the Laws prescribing applicable statues expiration of limitation such warranty or representation; provided however, if a claim or notice is given under this SECTION 6 with respect to any representation or warranty prior to the subject matter of applicable expiration date, 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 claim may be pursued to resolution notwithstanding expiration of the applicable periods representation or warranty under which the Laws prescribing applicable statues claim was brought. Completion of limitation with respect the transactions contemplated hereby shall not be deemed or construed to be a waiver of any right or remedy of any of the subject matter parties notwithstanding the existence of such representations and warrantiesany facts that any of the parties knew or should have known at the time hereof, except as specifically provided for in SECTION 8 hereto. (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 All claims and warranties causes of action with respect to all of the representations, warranties, covenants and agreements of Colfax and Seller contained in this Agreement shall survive until the date that is eighteen (18) months following the Closing Date, except that all claims and causes of action with respect to (i) (A) Sections 3.01 (Authorization), 3.02 (LLC Interests to be Transferred), 3.03 (Organization and Standing), and the confidentiality provisions set forth in this Agreement or in any certificate or instrument delivered pursuant hereto Section 5.10 (Non-competition; Non-solicitation; Confidentiality) shall have no expiration date and Seller’s Liability shall survive indefinitely, (B) Section 3.10 (Taxes), Section 3.15 (No Brokers) and Section 5.08 (Tax Matters) shall survive for breach the applicable statute of any such representations limitations (including extensions) plus a period of thirty (30) days and warranties(C) Section 5.10 (Non-competition; Non-solicitation; Confidentiality) other than the confidentiality provisions, and Sections 9.02(a)(iv) and (v) shall survive until the date that is two three (3) years after following the Closing Date, except that and (ii) Retained Liability Claims shall survive indefinitely. All claims and causes of action with respect to all of the representations representations, warranties, covenants and warranties agreements of Seller (and Seller’s Liability for breach of any such representations and warranties) set forth Buyer contained 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) this Agreement shall survive until the date that is two eighteen (18) months after following the expiration Closing Date, except that (i) all claims and causes of the applicable periods under the Laws prescribing applicable statues of limitation action with respect to Sections 4.01 (Organization and Good Standing), Section 4.02 (Authorization), 4.06 (No Brokers) and the subject matter of such representations and warranties. (b) The representations and warranties of Buyer confidentiality provisions set forth in this Agreement or in any certificate or instrument delivered pursuant hereto Section 5.10 (Non-competition; Non-solicitation; Confidentiality) shall survive indefinitely and Buyer’s Liability for breach of any such representations and warranties(ii) Section 5.10 (Non-competition; Non-solicitation; Confidentiality) other than the confidentiality provisions, shall survive until the date that is two three (3) years after following the Closing Date, except that . (b) In the representations and warranties event notice of Buyer (and Buyer’s Liability any claim for indemnification for breach of any a representation, warranty, covenant or agreement under Section 9.02 (Indemnification by Seller and Colfax) or Section 9.03 (Indemnification by Buyer) is given (within the meaning of Section 11.03 (Notices) within the applicable survival period, the cause of action that is the subject of 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) indemnification claim shall survive until the date that such time as such claim 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 warrantiesfinally resolved. (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.