Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company set forth in Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved.
Appears in 1 contract
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth contained in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on survive the Closing until the date that which is the eighteen one (18)-month anniversary of 1) year after the Closing Date (the “Expiration DateGeneral Survival Period”), and all liability with respect subject to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company set forth in Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”7.5(c). All of the covenants contained and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in this Agreement that by their nature are required to be performed after the Closing previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, in the event a valid claim covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable survival period as set forth in this Section 8.1Survival Period; provided, then however, that the covenant, agreement, representation or warranty (as applicable) that is Survival Period shall not affect the subject of such claim shall survive solely Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is finally resolved. resolved in full.
Appears in 1 contract
Samples: Lease Agreement (RumbleON, Inc.)
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 11:59 P.M. (Eastern Pacific time) on the date that is the eighteen twelve (18)-month anniversary of 12) months following the Closing Date (the “Expiration Date”), and all liability the right of any party to seek indemnification under this Article VI with respect to such representations and warranties shall thereupon be extinguishedextinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided, that (a) the representations and warranties of Seller and the Company Seller Interestholders set forth in Section 3.15 3.11(a)-(s) (Environmental Intellectual Property) shall not cease to be of any force or effect until the date that is twenty-four (24) months following the Closing Date, and the right of any party to seek indemnification under this Article VI with respect to such representations and warranties shall thereupon be extinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof) (the “IP Representations”); and provided further that Section 3.1 (Organization and Power), Section 3.2 (Capitalization), Section 3.3 (Authorization and Enforceability), Section 3.4(a) (No Violation), Section 3.17 (Tax Matters), Section 3.19 (Employee Benefits) and Section 3.20 3.22 (Tax MattersNo Brokers) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, therein (bexcept to the extent a claim for indemnification has been made prior to such time for any breach thereof) the (such representations and warranties of Seller and the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) Seller Interestholders are collectively referred to as the “Fundamental Representations”). All of the The covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as agreements set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim Agreement shall survive solely with respect to such claim until such claim is finally resolved. time as they are fully performed in accordance with the terms thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (BigCommerce Holdings, Inc.)
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth contained in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on survive the Closing until the date that which is the later of eighteen (18)-month anniversary of 18) months after the Closing Date (or the “Expiration Date”), and all liability final determination of the Earnout Amount in accordance with respect to such representations and warranties shall thereupon be extinguishedSection 1.5; provided, however, that (a) the representations and warranties of the Company set forth stated in Section 3.15 2.9 (Environmental MattersTaxes), Section 3.19 2.14 (Employee Benefits) and Section 3.20 2.18 (Tax Environmental Matters) shall continue in full force and effect survive the Closing until thirty the date that is sixty (3060) days after all the expiration of the applicable statutes statute of limitations, including waivers limitations period for any Third Party Claims upon which a breach of the applicable representation or warranty could be asserted and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth stated in Section 2.1 (Organization and Related Matters), Section 2.2 (Authorization and Enforceability), Section 2.4 (Capitalization), Section 2.11(c) (Title), Section 2.22 (Related Party Transactions), Section 2.23 (Brokers Fees and Similar Arrangements), Section 2.26 (Bulk Sales; Solvency), Section 3.1 (Organization and PowerOrganization), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), ) and Section 3.30 3.4 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (CapitalizationBrokers Fees) shall survive indefinitely (each of the representations and warranties sections referred to in clauses (a)-(c) are collectively referred to as the b), a “Fundamental RepresentationsTransactional Rep”). All of indemnification obligations under Section 6.1 and Section 6.2 (other than Section 6.1(a) and Section 6.2(a) which shall survive as set forth in the covenants contained in this Agreement that by their nature are required to be performed after the Closing previous sentence) shall survive the Closing until fully performed or fulfilledindefinitely. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(dall claims (and matters relating thereto) and such claim remains unresolved as of made prior to the expiration of the applicable survival period as set forth in this Section 8.1, then shall not thereafter be barred by the covenant, agreement, representation or warranty (as applicable) that is the subject expiration of such claim survival period and shall survive solely with respect to such claim until such claim is finally resolved. .
Appears in 1 contract
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the eighteen twelve (18)-month 12)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of (a) each Stockholder in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), and Section 3.3 (Purchased Shares), (b) the Company set forth in Section 3.15 4.20 (Environmental Tax Matters), Section 3.19 4.1 (Employee BenefitsOrganization and Power), Section 4.2 (Authorization and Enforceability), Section 4.3 (Capitalization), and Section 4.25 (No Brokers) and (c) Buyer set forth in Section 3.20 5.1 (Tax Matters) Organization and Power), Section 5.2 (Authorization and Enforceability), and Section 5.5 (No Brokers), shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including including, without limitation, waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely therein (the representations and warranties referred to in clauses (a)-(ca) - (c) are collectively referred to as the “Fundamental Surviving Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilledClosing. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d9.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.19.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved. .
Appears in 1 contract
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (11:59 p.m. Eastern time) time on the date that is the eighteen twelve (18)-month anniversary of 12) months following the Closing Date (the “Expiration Date”), and all liability the right of any party to seek indemnification under this Article V with respect to such representations and warranties shall thereupon be extinguishedextinguished (except to the extent written notice of a claim for indemnification has been made pursuant to Section 5.2(c) prior to such time for any breach thereof); providedprovided that, that (a) the representations and warranties of the Company Seller set forth in (a) Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 2.16 (Tax Matters) (the “Tax Representations”) shall continue in full force and effect until thirty sixty (3060) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed thereintherein (except to the extent written notice of a claim for indemnification has been made pursuant to Section 5.2(c) prior to such time for any breach thereof), and (b) the representations and warranties of the Company set forth in Section 3.1 2.1 (Organization and Power), Section 3.2 2.2 (No Subsidiaries), Section 2.3 (Authorization and Enforceability), Section 3.3 2.9(b) (CapitalizationAssets), and Section 3.30 2.20 (No Brokers) and Section 2.21 (Solvency; No Fraudulent Conveyance) shall survive indefinitely, and until 11:59 p.m. Eastern time on the date that is five (c5) years following the Closing Date (the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties Seller referred to in clauses clause (a)-(cb) are collectively referred to as the “Fundamental Representations”). All of The date until which each representation or warranty survives shall be referred to as the covenants contained “Survival Date” for such representation or warranty. Notwithstanding anything in this Agreement that by their nature are required Section 5.1 to be performed after the Closing contrary, (i) if, at any time prior to 11:59 p.m. Eastern time on the applicable Survival Date, notice is delivered alleging Losses and a claim for recovery under Section 5.2(c), then the claim asserted in such notice shall survive the Closing applicable Survival Date until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as is fully and finally resolved and (ii) claims relating to Fraud shall survive indefinitely. The covenants and agreements set forth in this Section 8.1Agreement, then the covenant, agreement, representation any Ancillary Document or warranty (as applicable) that is the subject of such claim in any certificate or other instrument delivered pursuant to this Agreement or any Ancillary Document shall survive solely with respect to such claim until such claim is finally resolved. time as they are fully performed in accordance with the terms thereof.
Appears in 1 contract
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) Time on the date that is the eighteen one (18)-month 1) year anniversary of the Closing Date (the “Expiration Indemnity Escrow Release Date”), and all liability with respect to such representations and warranties shall thereupon be extinguishedextinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided, that (a) the representations and warranties of (a) the Company set forth in Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits3.1(a) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (CapitalizationCapitalization of the Company and Its Subsidiaries), Section 3.4(a) (No Violation) Section 3.19 (Tax Matters) and Section 3.30 3.25 (No Brokers) shall survive indefinitely, and (cb) the representations and warranties of Parent and Merger Sub set forth Shareholders in Section 4.1 (Title to Equity Securities; Organization and Power), ; Section 4.2 (Authorization and Enforceability), Section 4.3(a) (No Violation) and Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall in each case in (a) and (b) above survive indefinitely fifteen (15) years (the representations and warranties of the Company and the Shareholders referred to in clauses (a)-(c) this proviso are collectively referred to as the “Fundamental Surviving Representations”). All of Notwithstanding anything to the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoingcontrary set forth herein, in the event (i) if a valid claim for indemnification with respect to any of the representations and warranties has been asserted in good faith made in accordance with Section 8.2(d) and such claim remains unresolved as of this ARTICLE VIII prior to the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely indemnification obligation with respect to such claim shall not be terminated hereunder and the applicable Indemnitor shall continue to have obligations as to such indemnification claim until such indemnification claim is fully and finally resolved. resolved and (ii) the covenants and agreements of each party hereto shall survive until fully discharged.
Appears in 1 contract
Samples: Stock Purchase Agreement (Altisource Portfolio Solutions S.A.)
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the earlier of (i) the date that is the eighteen (18)-month anniversary of 18) months following the Closing Date and (ii) April 15, 2016, but in no event less than twelve (12) months following the “Expiration Date”)Closing, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguishedextinguished (except to the extent a valid claim for indemnification asserted in good faith has been made prior to such time for any breach thereof, in which case the applicable representation or warranty shall survive until such valid claim is resolved); provided, provided that (a) the representations and warranties of the Company set forth in Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section Sections 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (CapitalizationCapitalization of the Company and the Other Outdoor Group Entities), 3.4 (No Violation), 3.18 (Taxes and Section 3.30 Tax Matters) and 3.21 (No Brokers) shall survive indefinitely(collectively, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing ) shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable statute of limitations. 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. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this Section 8.1, then 9.1 for the covenant, agreement, representation or warranty (assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as applicable) that is agreed among the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved. parties.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CBS Outdoor Americas Inc.)
Expiration of Representations and Warranties. All None of the respective representations and warranties of the parties set forth Sellers, Buyer and Parents contained herein or in this Agreement shall terminate and expire, and shall cease any certificate or other document delivered prior to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the eighteen (18)-month anniversary of the Closing Date (shall survive the “Expiration Date”)Closing, and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, except that (a) the representations and warranties of as to the Company matters set forth in Section 3.15 SECTION 3.1 that the Sellers make on the date hereof and at the Closing, by delivering the certificate described in SECTION 5.1(a) (Environmental Mattersthe "SURVIVING REPRESENTATIONS"), Section 3.19 shall survive the Closing for a period lasting until (Employee Benefitsi) with respect to claims made under matters set forth in SECTIONS 3.1(b) (Authorization) and Section 3.20 3.1(q) (Tax MattersTaxes) shall continue (or under SECTION 3.1(y) in full force and effect until thirty (30) days after all respect of such matters), the expiration of the applicable statutes statute of limitations, including waivers and extensions, have expired (ii) with respect to claims made under matters set forth in SECTIONS 3.1 (f)(i) (Title to Properties) (or under SECTION 3.1(y) in respect of such matters), the second anniversary of the Closing, (iii) with respect to claims made under matters addressed thereinset forth in SECTION 3.1(O) (Environmental) (or under SECTION 3.1(y) in respect of such matters), the third anniversary of the Closing, (iv) with respect to claims in respect of the Sellers' compliance with their respective obligations and covenants to be performed or complied with prior to the Closing under SECTION 4.2, the six month anniversary of the Closing, and (v) with respect to claims arising under matters otherwise set forth in SECTION 3.1 (or under SECTION 3.1(y) in respect of such matters), the fifteen month anniversary of the Closing and (b) the representations and warranties of as to the Company matters set forth in Section 3.1 (Organization SECTION 3.2 that Buyer and PowerParents make on the date hereof and at the Closing, by delivering the certificate described in SECTION 5.2(a), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as fifteen month anniversary of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved. Closing.
Appears in 1 contract
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(c) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and ), Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) shall continue in full force and effect until thirty sixty (3060) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 3.29 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved. .
Appears in 1 contract
Expiration of Representations and Warranties. All Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the parties Parties set forth in this Agreement shall terminate survive the Closing and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the continue for eighteen (18)-month anniversary of 18) months following the Closing Date (the “Expiration Date”); provided, and all liability however, that any such representation, warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for indemnification under this Section 6(a) based on such representations and warranties shall thereupon be extinguished; providedrepresentation, that (a) the representations and warranties of the Company set forth in Section 3.15 (Environmental Matters)warranty, Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed covenant or fulfilled. Notwithstanding the foregoing, agreement in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely Claim Notice with respect to such claim until has been delivered to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such claim later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is finally resolvedasserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreements.
Appears in 1 contract
Samples: Interest Purchase Agreement
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth contained in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on survive the Closing until the date that which is the eighteen one (18)-month anniversary of 1) year after the Closing Date (the “Expiration DateGeneral Survival Period”), and all liability with respect subject to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company set forth in Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”)7.5. All of the covenants contained and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in this Agreement that by their nature are required to be performed after the Closing previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, (ii) such covenant or agreement being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the party entitled to such performance, or (iii) the date that is one (1) year following the Closing Date (provided, that solely with respect to the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, in the event a valid claim covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2 shall survive indefinitely. Each Party’s indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of obligations pursuant to this ARTICLE VII shall terminate at the expiration of the applicable survival period as set forth in this Section 8.1Survival Period; provided, then however, that the covenant, agreement, representation or warranty (as applicable) that is Survival Period shall not affect the subject of such claim shall survive solely Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the expiration date of the applicable Survival Period, and any such claim may thereafter be pursued until such claim is finally resolved. resolved in full.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (RumbleON, Inc.)
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company set forth in Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits) and Section 3.20 (Tax Matters) shall continue in full force and effect until thirty (30) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved. .
Appears in 1 contract
