Non-Survival of Representations, Warranties and Covenants; Indemnification. Except as otherwise contemplated by Section 8.2, all of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing until the date that is twelve (12) months after the Closing, except for those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing, which covenants survive until completed in accordance with their terms. The sole recourse of VS PubCo with respect to any breach of Section 4.8 (Taxes) or Section 6.3 (Tax Matters) shall be to make claims against the insurance carrier under the Tax R&W Policy in accordance with the terms thereof, and each of VS PubCo and the other VS Entities expressly waives any right to seek remedies or damages against the Blocker Sellers or the Redeemed Crescent Parties with respect to any such breach.
Non-Survival of Representations, Warranties and Covenants; Indemnification. (a) Except as otherwise provided in Article 7, the representations, warranties, covenants and agreements in this Agreement or in any certificate delivered pursuant to this Agreement shall terminate at the Closing or, except as otherwise provided in Section 9.03, upon the termination of this Agreement pursuant to Section 9.01, as the case may be, other than those covenants and agreements contained herein or therein that by their terms or nature contemplate performance in whole or in part at or after the Closing, and then only to the extent such covenants and agreements have not been fully performed. Except as otherwise provided in Article 7 and Section 9.03, Purchaser Parent and each of its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, hereby waives, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims or causes of action such party may have against any other party relating to the representations, warranties, covenants and agreements that terminate at the Closing pursuant to the immediately preceding sentence, other than with respect to Fraud with respect to any representation or warranty made in Article 3, in the case of the Sellers, or Article 4, in the case of Purchaser Parent, or willful and intentional breach by any party. Each of the parties hereto acknowledges and agrees that the provisions of, and the limitation of remedies provided in, this Section 10.01 were specifically bargained for between the parties hereto and were taken into account in arriving at the Purchase Price, and that such party has voluntarily agreed to define its rights and obligations respecting the Sale and the other transactions contemplated hereby exclusively in contract pursuant to the express terms and provisions of this Agreement and the Ancillary Agreements.
Non-Survival of Representations, Warranties and Covenants; Indemnification. All representations, warranties and agreements contained in this Agreement or in any instrument delivered pursuant to this Agreement (except the Option Agreement) shall terminate and be extinguished at the Closing or the earlier date of termination of this Agreement pursuant to Section 9.1, as the case may be, except that this Section 10.2 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing, (including, without limiting the generality of the foregoing, Sections 6.3, 6.5, 6.7, 7.5, 7.7, 7.8, 7.9, 7.10 and 10.4.)
