Survival of Representations and Warranties; Survival of Covenants. The Parties agree that the representations and warranties contained in this Agreement and any Ancillary Document shall expire as of the Closing. Following the Closing, no claim with respect to any breach of any representation or warranty contained in this Agreement or any Ancillary Document may be pursued or maintained (either hereunder or otherwise) against any other Party. The Parties agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive in accordance with the terms of the particular covenant or until fully performed.
Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties of the Seller contained in this Agreement and the Ancillary Agreements shall survive the Closing until the eighteen-month anniversary of the Closing; provided, however, that (i) the Seller’s Fundamental Representations shall survive indefinitely, (ii) the representations and warranties dealing with Tax matters as well as the matters set forth in Section 3.18 shall survive until 90 days after the expiration of the relevant statute of limitations in question and (iii) the representations or warranties of the Seller contained in Section 3.10, such representations and warranties shall, for purposes of such claims by the Purchaser, survive the Closing until the fifth anniversary of the Closing. Neither the period of survival nor the liability of the Seller with respect to the Seller’s representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Purchaser. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.
Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties contained in or made pursuant to Article 2 and Article 3 of this Agreement (other than those representations and warranties contained in Sections 2.1 [Organization and Related Matters], 2.2 [Stock], 2.4 [Tax and Other Returns and Reports], 2.8(a) [Authorization], 2.20 [No Brokers or Finders], 3.1 [Organization and Related Matters], 3.2 [Authorization], 3.4 [No Brokers or Finders] or 3.12 [Capital Structure]) shall survive the Closing until the later of (i) the first (1st) anniversary of the Closing and (ii) June 30, 2016. The representations and warranties contained in or made pursuant to Sections 2.1, 2.2, 2.4, 2.8(a), 2.20, 3.1, 3.2, 3.4 and 3.12 shall survive the Closing until 30 days after the end of the applicable statute of limitations.
Survival of Representations and Warranties; Survival of Covenants. The representations and warranties contained in or made pursuant to Article 3 and Article 4 of this Agreement shall survive the Closing for the following timeframes:
Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties contained in or made pursuant to ARTICLE III of this Agreement will survive as follows:
Survival of Representations and Warranties; Survival of Covenants. (a) Except as set forth in Section 7.3(b) and Section 7.3(c), and subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall not merge. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms.
Survival of Representations and Warranties; Survival of Covenants. All representations or warranties made in this Agreement shall survive with respect to any written claim for breach thereof brought no later than 18 months after the Closing Date, and no claim for breach thereof may be brought after such time. All covenants made by any party pursuant to this Agreement shall survive the Closing until the expiration or performance of the applicable covenant.
Survival of Representations and Warranties; Survival of Covenants. (a) If the Acquisition is consummated, the representations and warranties of the Company and the Company Shareholders set forth in this Agreement, or in any agreement, document, certificate or other instrument required to be delivered by the Company or the Company Shareholders under or pursuant to this Agreement, shall survive the Closing and shall remain in full force and effect until 11:59 p.m. (Israel time) on the eighteen (18) month anniversary of the Closing Date; provided, however, that the representations and warranties of (x) the Company Shareholders set forth in (A) Section 4.1 (Organization and Good Standing), (B) Section 4.2 (Authority and Enforceability), (C) Section 4.3 (No Conflicts) and (D) Section 4.4 (Title to Shares); and (y) the Company set forth in (A) Section 3.1 (Organization and Good Standing), (B) Section 3.2 (Authority and Enforceability), (C) Section 3.4 (No Conflicts), (D) Section 3.5 (Capitalization) and (E) Section 3.11 (Taxes) (such representations and warranties of the Company Shareholders referred to in (x) and of the Company referred to in (y) being collectively referred to hereinafter as the “Seller Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until 11:59 p.m. (Israel time) on the seventy-two (72) month anniversary of the Closing Date (the survival period of each such representation and warranty, as applicable, shall be referred to in this Section 9.1(a) as the “Survival Period”); and provided further that in the event of any fraud of or by the Company or any Company Shareholder in respect of any such representations or warranties, such representations and warranties made by the Company or such Company Shareholder, as applicable, shall survive the Closing and shall remain in full force and effect until the expiration of the applicable statute of limitations in respect of the matters addressed by any such representations or warranties. In the event that any Buyer Indemnified Party shall bring an Indemnification Claim in respect of a breach of a representation or warranty of the Company or any Company Shareholder set forth in this Agreement or in any agreement, document, certificate or other instrument required to be delivered by the Company or the Company Shareholders under or pursuant to this Agreement prior to the expiration of the Survival Period applicable to the representation or warranty of the Company or any such Company Shareholder on which such Indemnification Cl...
Survival of Representations and Warranties; Survival of Covenants. 9.1.1. The representations and warranties contained in this Agreement shall survive the Closing and shall remain in full force and effect for 365 days following the Closing Date, but subject to all express limitations and other provisions contained in this Agreement; provided, however, the representations and warranties of Seller as contained in Sections 5.1, 5.2, 5.3, and 5.14, and the representations and warranties of Buyer contained in Sections 7.1 and 7.2 in each case shall survive to the later of 365 days following the Closing Date or the termination of the applicable statute of limitations. Failure of a party to give notice of a claim based on an inaccuracy or breach of a representation or warranty in this Agreement within the applicable survival periods shall constitute a waiver of such claim.
Survival of Representations and Warranties; Survival of Covenants. The respective representations and warranties made by each party contained in this Agreement shall survive the Closing Date and, notwithstanding the Closing Date and notwithstanding any investigation or inquiries made by or on behalf of a Party, shall continue in full force and effect until the end of the Survival Period, except that: (i) any such representations and warranties relating to Tax matters (the “Tax Representations”) shall survive the Closing Date and continue in full force and effect until after the expiration of all applicable statutes of limitation, including any suspensions, tollings or extensions thereof; (ii) a claim for any breach of any of such representations and warranties involving fraud or willful misrepresentation in connection with this Agreement may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; and (iv) no party shall be entitled to indemnification for breach of any representation and warranty set forth in the representations and warranties of each party unless a Claim Notice of such breach has been given to the Indemnifying Party within the period of survival of such representation and warranty as set forth herein. The covenants and agreements contained in this Agreement shall survive in accordance with their terms, and, unless otherwise provided in this Agreement, no party shall be entitled to indemnification for breach of any such covenant or agreement unless a Claim Notice of such breach has been given to the Indemnifying Party within the period of survival of such covenant or agreement.
