Common use of Expiration of Representations, Warranties and Covenants Clause in Contracts

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 Parties contained in this Agreement made at Agreement, and each covenant and agreement herein that contemplates performance prior to the Closing Date shall survive the Closing and Closing, shall terminate and expire, and shall cease to be of any force or effect, on the date that is thirty (30) days following the twelve (12) month anniversary date of delivery to Buyers and Summit of the Closing audited consolidated balance sheet and related consolidated statements of income, cash flows and changes in partners’ capital of the Partnership and its Subsidiaries, as of and for the year ended December 31, 2013 and audited by the Partnership’s independent accounting firm (the “Expiration Date”), other than (a) the representations and warranties contained in (i) Section 3.1 (Organization, Etc.), Section 3.2 (Capital Structure), Section 3.3 (Authority; Validity of Agreements), Section 3.12 (Affiliate Transactions), Section 3.21 (Brokers and Finders; Transaction Expenses), Section 4.1 (Organization, Etc.), Section 4.2(a) (Authority; Validity of Agreements), Section 4.3 (TitleOwnership), Section 4.6 (Brokers and Finders), Section 5.1 (Organization, Etc.), Section 5.2 (Capital Structure), Section 5.3 5.2(a) (Authority; Validity of Agreements), Section 5.5 (No Conflicts), Section 5.17 (Taxes.), Section 5.21 (Net Working Capital) and Section 5.23 5.8 (Brokers and Finders) (collectively, the “Fundamental Representations”), which shall survive indefinitely, and (bii) Section 4.4 3.16 (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”Taxes), 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 ninety (6090) days following after all applicable statutes of limitations, including waivers and extensions, have expired with respect to 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 Datematters addressed therein. Each covenant or other agreement herein that contemplates performance at or following the Closing shall survive the Closing hereunder until performed in accordance with its terms. Notwithstanding the foregoing, if a No claim for indemnification under this Article VIII hereunder for breach of any representation or warranty may be first made after the expiration of any survival period applicable to such representation or warranty. For the avoidance of doubt, if any Claims Notice is delivered pursuant to given in good faith in accordance with the terms of Section 8.4 within the applicable survival period provided above, the claims specifically set forth above, such survival period in the Claims Notice shall be extended survive until such time as such claim is fully finally resolved and finally resolvedthe full amount of such Losses that are payable or indemnifiable with respect to such Claims Notice have been paid in accordance with this Article VIII.

Expiration of Representations, Warranties and Covenants. All The representations and warranties in this Agreement and all covenants and other agreements in this Agreement that by their terms are to be performed or that otherwise are to endure after the Closing shall survive the Closing and the consummation of the transactions contemplated by this Agreement in accordance with their terms; provided, however, that the representations and warranties of the Parties contained Company set forth in this Agreement made at (other than the Closing Date representations and warranties set forth in Sections 2.7(g) and 2.15 and the Fundamental and Tax Representations) shall survive the Closing and shall terminate and expire, and shall cease to be of any force or effect, on only continue in effect until the date that is the twelve eighteen (1218) month anniversary of months after the Closing Date, at which time all representations and warranties (other than (athe representations and warranties set forth in Sections 2.7(g) and 2.15 and the Fundamental and Tax Representations) shall expire. For purposes of this Agreement, “Fundamental Representations” shall mean each of the representations and warranties contained in Section 4.1 2.1 (Organizationexcept the second sentence), Section 4.2(a) (Authority)2.2, Section 4.3 (Title)2.3, Section 4.6 (Brokers and Finders)2.20, Section 5.1 (Organization, Etc.)2.21, Section 5.2 (Capital Structure)2.22, Section 5.3 (Authority; Validity of Agreements), Section 5.5 (No Conflicts), Section 5.17 (Taxes.), Section 5.21 (Net Working Capital) 2.23 and Section 5.23 (Brokers 2.24, and Finders) (collectively, the “Fundamental and Tax Representations”), (b) ” shall mean the Fundamental Representations together with the representations and warranties contained in Section 4.4 (Compliance with Law) 2.12 and Section 5.14 (Compliance with Law; Government Regulation) (collectively, the “Compliance with Law Representation”) 2.14. The representations and (c) warranties set forth in 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 2.15 shall survive the Closing hereunder and shall continue in full force and effect until the date that is sixty fifth (605th) 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 , the Fundamental Representations shall survive without limit, the representations contained in Section 2.12 and Section 2.14 shall survive until thirty (30) days after the expiration (including all extensions) of the statute of limitations applicable thereto and the representations contained in Section 2.7(g) shall survive until a Sales Milestone Payment has become due and payable or, if earlier, such time as Parent shall have ceased to commercialize DZNS Product. The date on which such representation or warranty expires shall be referred to as the “Representation Termination Date” and no claims for breach of representations and warranties may be brought after the applicable Representation Termination Date. All obligations of the parties under the covenants contained herein (including the covenants set forth in Section 4) that do not contemplate performance after the Effective Time shall expire at the Effective Time; provided, however, that notwithstanding the expiration of the parties’ obligations under such covenants, claims for breaches of any covenants of the Company prior to their expiration may be brought after the Effective Time and until twenty-four (24) months after the Closing hereunder until performed in accordance with its termsDate (the “Pre-closing Covenant Termination Date”). Notwithstanding the foregoing, if at any time prior to the applicable Representation Termination Date or Pre-closing Covenant Termination Date, Parent delivers to the Stockholders’ Representative a notice alleging the existence of an inaccuracy in any of the representations and warranties made by the Company or a breach of a pre-Closing covenant made by the Company (and setting forth in reasonable detail the basis for Parent’s determination that such an inaccuracy or breach exists and, to the extent known, a good faith estimate of the amount of Damages incurred by Parent as a result of such inaccuracy or breach) and asserting a claim for indemnification recovery under this Article VIII is delivered pursuant to Section 8.4 within 7.2 based on such inaccuracy or breach, then the applicable survival period set forth aboveclaim asserted in such notice shall survive the Representation Termination Date or Pre-closing Covenant Termination Date, such survival period shall be extended as applicable, until such time as such claim is fully and finally resolved. It is the express intent of the parties that, if the applicable survival period for an item as contemplated by this Section 7 is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time periods set forth in this Section 7 for the 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 agreed by the parties.

Expiration of Representations, Warranties and Covenants. All of the representations and warranties of made by Company or by the Parties contained Significant Shareholder 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, expire on the date that is the twelve eighteen (1218) month anniversary of the Closing Date; provided, other than however, that (ai) the representations and warranties contained in Section 4.1 3.1 (Organization, Standing and Power), 3.2 (Subsidiaries), Section 4.2(a) 3.3 (Power and Authority), Section 4.3 3.8 (TitleCapitalization and Shareholder Information), Section 4.6 3A.1 (Brokers Power 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 3A.3 (Brokers and FindersOwnership of Common Stock) (collectivelysuch representations contained in Sections 3.1, 3.3, 3.8, 3A.1 and 3A.3 collectively referred to herein as the “Fundamental Representations”)) shall survive the Closing indefinitely, (b) Section 4.4 (Compliance with Law) and Section 5.14 (Compliance with Law; Government Regulation) (collectively, the “Compliance with Law Representation”) and (cii) the representations and warranties contained in Section 6.1 3.20 (OrganizationEnvironmental Matters), Section 6.2(a3.21 (Taxes), Section 3.22 (Employee Benefit Plans), and Section 3.26 (Brokers’ and Finders’ Fees) (Authority) such representations contained in Sections 3.20, 3.21, 3.22, and Section 6.7 (Brokers and Finders) (collectively, 3.26 collectively referred to herein as the “Buyer Fundamental Special Representations”), which Fundamental Representations and Buyer Fundamental Representations shall survive the Closing hereunder and until ninety (90) days after all claims relating to the subject matter thereof shall continue in full force and effect until have been barred by the relevant statutes of limitations at which point they shall expire (the date that is sixty (60) days following the of expiration of any representation or warranty in this Agreement being a “Representation Termination Date”); provided, however, that if at any time prior to the applicable statute relevant Representation Termination Date, a Purchaser Indemnified Person delivers to the Holders’ Agent a notice stating the breach 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 any of the Closing Date. Each covenant representations and warranties made by Company or other agreement herein shall survive any Significant Shareholder (and setting forth in reasonable detail the Closing hereunder until performed in accordance with its terms. Notwithstanding basis for such Person’s determination that such breach has occurred and a good faith estimate of the foregoing, if amount of the Damages incurred or that may be incurred by a Purchaser Indemnified Person as a result of such breach (to the extent reasonably ascertainable)) and asserting a claim for indemnification recovery (to the extent practicable) under this Article VIII is delivered pursuant to Section 8.4 within 9.2 based on such breach, then the claim asserted in such notice shall survive such applicable survival period set forth above, such survival period shall be extended 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 survive the Closing in accordance with their terms until the expiration of the applicable statutes of limitations.

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 eighteen (1218) month anniversary of months following the Closing DateDate (except to the extent a claim for indemnification has been made prior to such time for any breach thereof, other than (a) in which event the representation or warranty and the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved); provided, that the representations and warranties contained in Section 4.1 3.1 (OrganizationAuthority; No Violations), Section 4.2(a) (Authority), Section 4.3 3.2 (Title), Section 4.6 3.5 (Brokers and Finders), Section 4.1 (Organization, Etc.), Section 4.2 (Capital Structure), Section 4.16 (Taxes), Section 4.20 (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 CapitalViolations) and Section 5.23 5.9 (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 indefinitely, or, if applicable, until the date that is sixty thirtieth (6030th) days day following the expiration of the any applicable statute of limitations limitations, except to the extent a claim for indemnification has been made prior to such time for any breach thereof, in which event the representation or warranty and which Compliance with Law Representation the associated rights of indemnification shall survive the Closing hereunder and shall continue in full force and effect with respect to such claim until the six (6) year anniversary of the Closing Datesuch claim has been resolved. Each covenant or other agreement herein to be performed prior to or at the Closing shall terminate at Closing, unless the performance period is otherwise mutually extended by the Parties, and each covenant or other agreement herein to be performed after the Closing 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 Parties contained The covenants set forth in this Agreement made at the Closing Date shall survive the Closing and Section 5 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; provided, however, that the covenants contained in Sections 5.5 (other filings), and 5.10 (Employee Benefits) shall survive the Closing and continue to be binding and of full force and effect on the Parties making such covenants. All other covenants and agreements contained in, arising from, incident to, or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party hereto expire on a specific date that is by the twelve terms hereof. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 12:00 p.m. (12Seattle time) on the fifteen (15) month anniversary of the Closing Date, other than (a) and all liability of any Party with respect to such representations and warranties shall thereupon be extinguished; provided, however, that, the representations and warranties contained set forth in Section 4.1 (Organization), Section 4.2(a) (Authority), Section 4.3 (Title), Section 4.6 (Brokers and Finders), Section 5.1 Sections 3.1 (Organization, Etc.Qualification, and Status), Section 5.2 3.3 (Capital StructureCapitalization), Section 5.3 3.4 (Authority; Validity Ownership of AgreementsShares), Section 5.5 3.6 (Authority of Stonepath) and 3.7 (No Conflicts), Section 5.17 (Taxes.), Section 5.21 (Net Working CapitalViolation) 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 through the twenty fourth (24th) month anniversary of the Closing; provided further, however, if prior to the applicable expiration date of a representation and warranty, Purchaser or Stonepath shall continue have duly delivered a Claim Notice to the other Party in full force and effect until the date that is sixty (60) days following the expiration conformity with all of the applicable statute of limitations and which Compliance with Law Representation procedures set forth in Section 9.5, then the specific indemnification claim set forth in such Claim Notice shall survive the Closing hereunder such date (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 not be extended until such time as such claim is fully and finally resolvedextinguished thereby).

Expiration of Representations, Warranties and Covenants. All of the representations and warranties of the Parties contained parties set forth in this Agreement made at and the Closing Date shall survive the Closing and other Transaction Documents shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (New York time) on the date that is the twelve eighteen (1218) month anniversary of the Closing Date, other than and all liability with respect to such representations and warranties shall thereupon be extinguished (a) except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided that the representations and warranties contained of the Shareholders set forth 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”), (ba) Section 4.4 3.24 (Compliance with LawTax Matters) 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 30 days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the date that is sixty matters addressed therein; (60b) days following Sections 3.1(a) and (b)(ii) (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3(a) (Capitalization of Deltek), Section 3.4 (Ownership at Closing), Section 3.10 (Relationship with Affiliates), Section 3.11 (Indebtedness to and from Officers and Directors of Deltek), Section 3.20(b) (Certain Litigation), Section 3.28 (No Broker), the expiration first sentence of the applicable statute of limitations Section 4.1 (Organization and which Compliance with Law Representation Power), Section 4.2 (Authorization), Section 4.3 (Enforceability), Section 4.8 (Brokers), Section 4.9 (Investment; Securities Laws) and Section 4.10 (Accredited Investor) shall survive the Closing hereunder indefinitely; and (c) Section 3.18 (Environmental Matters) shall continue in full force and effect survive until the six (6) year third anniversary of the Closing DateDate (except to the extent a claim for indemnification has been made prior to such time for any breach thereof) (the representations and warranties of the Shareholders referred to in clauses (a), (b) and (c) are collectively referred to as the “Surviving Representations”). Each covenant or other agreement All covenants and agreements contained 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 resolvedindefinitely.