Survival Period The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization; Capitalization), Section 4.2 (Authorization), Section 4.7(a) (Title to Assets), and Section 4.16 (Tax Returns; Taxes), Section 4.30 (Brokers, Finders and Investment Bankers), Section 5.1 (Authorization and Validity of Agreement) and Section 5.3 (Ownership of Equity) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; and further provided, however, that the representations and warranties contained in Section 4.18 (Company Benefit Plans), Section 4.19 (Labor Relations), and Subsections 4.22(c), 4.22(f) or 4.22(g) of Section 4.22 (Intellectual Property) (the “Extended Representations”), shall survive the Closing Date until the sixtieth (60th) day after the expiration of the respective statutes of limitation for claims applicable to the matters covered thereby. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified 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 hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.
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.
Term; Survival This Agreement is effective from the Effective Date hereof, and shall remain in effect until all the rights and obligations of the parties hereto have been fully performed, however Sections 6(a), 6(b) and 7 shall survive this Agreement.
Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
Initial Term The initial term will begin on the date set forth in the Contract documents or on the date the Contract is signed by all Parties, whichever is later.
Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement.
Survival Upon Termination If this Agreement is terminated pursuant to this Article 11, such termination will be without any further liability or obligation of any party hereto, except as provided in Section 6.4, Section 7.3, Section 7.7, Article 10, Section 11.5 and Section 11.6.
Survival of Termination The provisions of Sections 1.7, 1.8, 3.1, 3.2, 5.4, 5.5, 5.6, 5.7, 5.10 and 5.13 shall survive any termination of this Agreement.
Renewal Term If not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods, provided such continuance is specifically approved at least annually (i) by the Fund’s Board of Trustees or (ii) by a vote of a majority of the outstanding voting securities of the relevant portfolio of the Fund, provided that in either event the continuance is also approved by the majority of the Trustees of the Fund who are not interested persons (as defined in the 0000 Xxx) of any party to this Agreement by vote cast in person at a meeting called for the purpose of voting on such approval. If a plan under Rule 12b-1 of the 1940 Act is in effect, continuance of the plan and this Agreement must be approved at least annually by a majority of the Trustees of the Fund who are not interested persons (as defined in the 0000 Xxx) and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on such approval.
