Survival; Remedy for Breach. The covenants, agreements, representations, warranties and indemnities of the parties hereto contained herein or in any certificate, Schedule or other writing attached hereto, or required by the terms hereof to be delivered by Purchaser or Seller or their respective affiliates, shall survive the Closing for a period from the Closing Date until the expiration of the applicable statutory period of limitations (giving effect to any waiver or extension thereof). Notwithstanding the preceding sentence, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under Section 6 hereof shall survive the time at which it would otherwise terminate if notice of the inaccuracy or breach thereof, which shall include with reasonable specificity the elements of such claim, shall have been given to the party against whom such indemnity may be sought prior to such time.
Survival; Remedy for Breach. With the exception of the representations and warranties relating to the status of title to the Owned Real Property or other matters covered by the Title Policies under Section 4.6(e) (Assets), Section 4.8(a) (Real Property) and the last sentence of Section 4.5(b) (Mineral Reserves), which shall expire at Closing, the representations and warranties contained in this Agreement shall survive for a period of eighteen (18) months following the Closing Date, at which time they shall expire; provided, however, that the representations and warranties made (a) under Section 4.13 (Environmental Matters) (the “Environmental Rep”) shall survive for a period of five (5) years following the Closing Date, at which time they shall expire; (b) under Section 4.9 (Taxes) (the “Tax Rep”) shall survive until thirty (30) days after the expiration of the applicable statute of limitations (including extensions thereto), at which time the applicable provisions of the Tax Rep shall expire; (c) under Section 4.1 (Existence, Good Standing, Residency), Section 4.2 (Due Authorization) and the first sentence of Section 4.6(a) (Assets) with respect to title to the Purchased Assets (other than Real Property) shall survive indefinitely (collectively, the “Seller Fundamental Reps”); and (d) under Section 5.1 (Existence and Good Standing) and Section 5.2 (Due Authorization) shall survive indefinitely (collectively, the “Buyer Fundamental Reps”). Any claims or rights with respect to the covenants or agreements of the parties contained in this Agreement that contemplate performance on or prior to the Closing Date shall survive for a period of eighteen (18) months following the Closing Date, at which time they shall expire. No claim regarding a breach of any such representation, warranty, covenant or agreement shall be made after the applicable period of survival. Any claim asserted within any such period of survival as herein provided shall be timely made for purposes hereof such that the representation, warranty, covenant or agreement that is the subject of such claim, to the extent of such claim only, shall be deemed to continue to survive until such claim has been fully and finally resolved in accordance with the terms of this Agreement. The foregoing shall not limit the rights of any Person with respect to covenants to be performed after the Closing Date, which shall survive until the expiration of the applicable statute of limitations period therefor.
Survival; Remedy for Breach. All representations, warranties, covenants and indemnities of the parties contained herein shall survive the Closing Date until the later of ten (10) years after the Closing Date or two (2) years after the last Royalty Payment required or potentially required to be paid hereunder is due and payable. The covenants and agreements of Seller and Purchaser hereunder that require by their terms performance or compliance on and after the Closing Date shall continue in force thereafter in accordance with their terms.
Survival; Remedy for Breach. All representations, warranties and agreements of the parties hereto contained herein and in any Exhibit, certificate or instrument delivered pursuant hereto or in connection herewith shall survive the Final Closing.
Survival; Remedy for Breach. (a) The representations and warranties contained in this Agreement or in any Specified Agreement shall survive the Closing until March 31, 2000, at which time they shall expire, except that the representations and warranties in Section 4.17 shall survive the Closing for a period of five years, at which time they shall expire. No claim regarding a breach of any such representation or warranty shall be made for the first time after the expiration date applicable to such representation or warranty. The agreements and covenants of the parties contained in this Agreement or in any Closing Document shall survive the Closing; provided, that no claim regarding a breach of any agreement or covenant contained in this Agreement occurring before the Closing and known prior to the Closing to the party claiming indemnification shall be made after the Closing Date.
(b) Except as provided in Section 14.2, and except in the case of a claim of fraud or a claim for specific performance relating to the failure of the Imation Companies to deliver the Purchased Assets or perform any of their other respective obligations under this Agreement in accordance with the terms and conditions of this Agreement, the sole and exclusive remedy of the Metatec Companies and the Imation Companies for any breach of any covenant or agreement, or any inaccuracy or other breach of any representation or warranty, contained in this Agreement or any Specified Agreement shall be the indemnities contained in Sections 13.2 and 13.3, respectively, and the parties hereby waive, release and agree not to assert any other right, whether arising by statute,
Survival; Remedy for Breach. The representations and warranties contained herein, in any Schedule hereto or in any other writing delivered by any party to any other party pursuant hereto shall survive the Closing and continue in full force and effect for a period of 18 months from and after the Closing Date, except for the representations and warranties contained in Sections 4.2, 4.3, 4.5 (the first sentence thereof), 4.17, and 4.19 which shall continue until claims thereunder would be barred by the applicable statute of limitations.
Survival; Remedy for Breach. The representations and warranties of the parties hereto contained herein or in any certificate, Schedule or other writing attached hereto, or required by the terms hereof to be delivered (and so delivered), by parties as communicated as of the Closing Date shall survive the Closing Date for a period of two (2) years, except as to tax matters as set forth in Section 5.6, litigation matters as set froth in Section 5.7, environmental matters as set forth in Section 5.15 and pension matters as set forth in Section 5.10, all of which shall survive for a period equal to the applicable statute of limitations. Notwithstanding the preceding sentence, the right to indemnity with respect to any representation or warranty in respect of which indemnity may be sought under Section 10 hereof shall survive the time at which it would otherwise terminate if notice of the inaccuracy or breach thereof, which shall include with reasonable specificity the elements of such claim, shall have been given to the party against whom such indemnity may be sought prior to such time.
Survival; Remedy for Breach. The representations, warranties, covenants contained in this Agreement, and indemnity obligations contained in Section 13.2(a)(i), (ii) and (iii) shall survive for limitation purposes only, until the twelfth month anniversary of the Closing Date except that the title representation contained in Section 4.6(a), (b) and (d) which shall survive until the fourth anniversary of the Closing Date. The indemnification obligation under Section 13.2(a)(iv) shall survive for limitation purposes only, until the fourth anniversary of the Closing Date provided that any claim for indemnity under Section 13.2(a)(iv) may be asserted only with respect to Losses incurred by Buyer prior to such date. The indemnification obligations under Section 13.2(a)(v) shall survive indefinitely. No claim regarding a breach of any such representation or warranty or made pursuant to an indemnity obligation shall be made after the expiration of the applicable survival period set forth herein and any claim made within such period shall be deemed to be timely made. The foregoing shall not limit the rights of any Person with respect to covenants to be performed after the Closing Date, which shall survive until the expiration of the applicable statute of limitations period.
Survival; Remedy for Breach. The covenants, agreements, representations, warranties and indemnities of the parties hereto contained herein or in any certificate or other writing attached hereto, or required by the terms hereof to be delivered by the Purchaser or the Seller, shall survive the Closing.
Survival; Remedy for Breach. For purposes of this Article VI, the representations and warranties of the parties contained herein shall survive the Closing and any investigation made by any party hereunder until January 1, 2000; provided, however, that the representations and warranties in Sections 5.1(c), 5.2(c) and 5.3(c) shall survive until ten (10) years after the Closing Date; and provided further, however, that if a claim is made in connection with any representation or warranty prior to the termination of its period of survival, the termination of such survival period shall be tolled until the final resolution of such claim.
