Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Parties contained in this Agreement made at the Closing Date shall survive the Closing and shall terminate and expire, and shall cease to be of any force or effect, on the date that is the twelve (12) month anniversary of the Closing Date, other than (a) the representations and warranties contained in Section 4.1 (Organization), Section 4.2(a) (Authority), Section 4.3 (Title), Section 4.6 (Brokers and Finders), Section 5.1 (Organization, Etc.), Section 5.2 (Capital Structure), Section 5.3 (Authority; Validity of Agreements), Section 5.5 (No Conflicts), Section 5.17 (Taxes.), Section 5.21 (Net Working Capital) and Section 5.23 (Brokers and Finders) (collectively, the “Fundamental Representations”), (b) Section 4.4 (Compliance with Law) and Section 5.14 (Compliance with Law; Government Regulation) (collectively, the “Compliance with Law Representation”) and (c) Section 6.1 (Organization), Section 6.2(a) (Authority) and Section 6.7 (Brokers and Finders) (collectively, the “Buyer Fundamental Representations”), which Fundamental Representations and Buyer Fundamental Representations shall survive the Closing hereunder and shall continue in full force and effect until the date that is sixty (60) days following the expiration of the applicable statute of limitations and which Compliance with Law Representation shall survive the Closing hereunder and shall continue in full force and effect until the six (6) year anniversary of the Closing Date. Each covenant or other agreement herein shall survive the Closing hereunder until performed in accordance with its terms. Notwithstanding the foregoing, if a claim for indemnification under this Article VIII is delivered pursuant to Section 8.4 within the applicable survival period set forth above, such survival period shall be extended until such time as such claim is fully and finally resolved.
Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Seller set forth in this Agreement and the other Transaction Documents shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern U.S. time) on the date that is two (2) years after the Closing Date (except with respect to the representations and warranties contained in Section 5.19, which shall survive until the applicable statute of limitations expires), and all liability with respect to such representations and warranties shall thereupon be extinguished, except to the extent that notice of an alleged breach of such representations or warranties has been provided to the Seller by the Purchaser before such date; provided, that claims by the Purchaser Indemnitees for indemnification pursuant to Section 10.6(c)(i) due to the breach or inaccuracy of any representation and warranty as of the Effective Date or the Closing Date by the Seller in Sections 5.1, 5.2 and 5.3(a) shall not be subject to any such limitation. All of the representations and warranties of the Purchaser set forth in this Agreement and the other Transaction Documents shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern U.S. time) on the date that is two (2) years after the Closing Date, and all liability with respect to such representations and warranties shall thereupon be extinguished, except to the extent that notice of an alleged breach of such representations or warranties has been provided to the Purchaser by the Seller before such date; provided, that claims by the Seller Indemnitees for indemnification pursuant to Section 10.6(a)(i) due to the breach or inaccuracy of any representation and warranty as of the Effective Date or the Closing Date by the Purchaser in Sections 6.1, 6.2 and 6.3(a) shall not be subject to any such limitation. No claim or cause of action arising out of the inaccuracy or breach of any representation or warranty may be made following the termination of the applicable survival period referred to in this Section 10.5.
Expiration of Representations, Warranties and Covenants. Except for the covenants set forth in Sections 5 and 6 above, all covenants, representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect two (2) years after the Closing Date, and all liability of the parties hereto with respect to such covenants shall thereupon be extinguished.
Expiration of Representations, Warranties and Covenants. All covenants, representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, on and after the second anniversary of the Closing Date.
Expiration of Representations, Warranties and Covenants. Except for the covenants set forth in Section 6.2(b) (sales taxes), the covenants set forth in Article 6 shall terminate and expire, and shall cease to be of any force or effect, on the Closing Date, and all liability of the parties hereto with respect to such covenants shall thereupon be extinguished. Except as set forth in the immediately preceding sentence, all of the representations, warranties, covenants and obligations of the Company and the Purchaser set forth in this Agreement and any of the Acquisition Documents shall terminate and expire, and shall cease to be of any force or effect, at 2:00 p.m. (California time) on the first anniversary of the Closing Date, and all liability of the Company or the Purchaser with respect thereto (including their respective obligations under Section 10.1 or Section 10.2, as the case may be) shall thereupon be extinguished; provided, that if, prior to such first anniversary, either party shall have duly delivered a Claim Notice in conformity with all of the applicable procedures set forth in Section 10.8, then the specific indemnification claim set forth in such Claim Notice shall survive such first anniversary (and shall not be extinguished thereby).
Expiration of Representations, Warranties and Covenants. All representations and warranties made by the Company in this Agreement will expire on the earlier of (A) the date Purchaser completes 36 Confidential Treatment Requested an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; provided, however, that the representations and warranties contained in (i) Section 3.3 (Power and Authorization), 3.8(a) (Capitalization), 3.8(c) (Consideration Spreadsheet) and 3.26 (Brokers’ and Finders’ Fees) (collectively, the “Special Representations”) shall survive indefinitely, (ii) Section 3.21 (Taxes) shall survive the Closing until sixty (60) days after the expiration of the longest applicable statute of limitations (including any extensions or waivers thereof) for the Taxes involved and (iii) Section 3.22 (Employee Benefit Plans) shall survive the Closing for a period of three (3) years (the date of termination of any representation or warranty in this Agreement being a “Representation Termination Date”); provided, however, that if at any time prior to the relevant Representation Termination Date, Purchaser delivers to the Shareholders’ Agent a notice stating the existence of a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for Purchaser’s determination that such breach exists and the amount of the Damages incurred by Purchaser as a result of such breach, if known) and asserting a claim for recovery under this Section 9.2 based on such breach, then the claim asserted in such notice will survive such applicable Representation Termination Date until such time as such claim is fully and finally resolved. If the claim, demand or other matter with respect to which a claim notice or demand for indemnification under this Section 9 has been given is definitively withdrawn or resolved, the party that provided such notice or demand shall promptly so notify the party that received such notice or demand; and if Purchaser has delivered a copy of such notification or demand to the Escrow Agent and funds have been retained in the Escrow Fund after the first anniversary of the Closing with respect to any claim, demand or other matter reflected in or relating to such notice or demand, Purchaser shall promptly deliver to the Escrow Agent a written notice instructing the Escrow Agent to disburse such retained funds to the Company Holders in accordance with Section 2.11. All covenants and ...
Expiration of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate on September 30, 2014 except in respect of any Claims related to or arising out of (i) the representations and warranties in Sections 3.1, 3.2(a), 3.2(b), or 3.2(d), or (ii) any Claim for fraud or fraudulent misrepresentation; all of which may be asserted at any time after the Closing Date subject to the applicable statute of limitations. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. If prior to the applicable expiration of a representation, warranty or covenant, Acquiror shall have delivered a Claim Notice to the Devonian Stockholders, then the specific indemnification claim set forth in the Claim Notice shall survive such expiration date and shall not be extinguished thereby.
Expiration of Representations, Warranties and Covenants. All representations and warranties made by Target in this Agreement or in the Target Closing Certificate shall expire on the date 455 days after the Closing Date (the “Representation Termination Date”); provided, however, that if at any time prior to the Representation Termination Date, Acquiror delivers to the Shareholders’ Agent a notice stating the existence of an inaccuracy in any of the representations and warranties made by Target or a breach of a covenant made by Target (and setting forth in reasonable detail the basis for Acquiror’s determination that such an inaccuracy or breach exists and the amount of the Damages incurred by Acquiror as a result of such inaccuracy or breach) and asserting a claim for recovery under this Section 9.2 based on such inaccuracy or breach, then the claim asserted in such notice shall survive the Representation Termination Date until such time as such claim is fully and finally resolved. All obligations of the parties under the covenants contained herein (including the covenants set forth in Sections 5 and 6) shall expire at the Effective Time, except to the extent that any such covenant expressly specifies that it is to be (or is otherwise required by this Agreement to be) performed after the Effective Time; provided, however, that notwithstanding the expiration of the parties’ obligations under such covenants, claims for breaches of any covenants of Target prior to their expiration may be brought after the Effective Time and until the Representation Termination Date.
Expiration of Representations, Warranties and Covenants. All of the representations and warranties of Ventures set forth in this Agreement and all of the covenants set forth in Article 4 shall terminate and expire, and shall cease to be of any force or effect, at 5:00 p.m., Massachusetts time, on the first anniversary of the Closing Date, and all liability with respect to such representations, warranties and covenants shall thereupon be extinguished. Notwithstanding the foregoing, if, prior to such date, Purchaser shall have in good faith delivered a Claim Notice (as defined below) to the Stockholder Representatives and the Escrow Agent in conformity with all of the applicable procedures set forth in the Escrow Agreement, then the specific indemnification claim set forth in such Claim Notice shall survive such date and shall not be extinguished thereby.
Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Trustee, on behalf of the ESOP, and the Company set forth in this Agreement and the other Transaction Documents 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 eighteen (18) months after the Closing Date, and all liability with respect to such representations and warranties shall thereupon be extinguished, except if proper written notice of a claim for an alleged breach of such representations or warranties has been provided to the ESOP by Purchaser before such date, then such claim shall survive until it has been finally resolved. The covenants, agreements and obligations of the parties set forth in this Agreement and the other Transaction Documents to be performed after the Closing shall survive until performed. The covenants, agreements and obligations of the parties set forth in this Agreement and the other Transaction Documents which do not by their terms contemplate actions or impose obligations following the Closing shall terminate and expire, and shall cease to be of any force and effect, at 5:00 p.m. Eastern Time on the Closing Date.
