REPRESENTATIONS AND WARRANTIES OF SELLERS AND GAA Clause Samples

REPRESENTATIONS AND WARRANTIES OF SELLERS AND GAA. The representations and warranties of Sellers and GAA will survive the Closing Date and will terminate as follows: (i) the representations and warranties in Sections 3.01 (Authority of Sellers and GAA), 3.02 (Organization, Qualification and Authority of the Company), 3.03 (Capitalization), 3.04 (Subsidiaries) and 3.18 (Brokers) (collectively, the “Fundamental Representations”) shall have no expiration; (ii) the representations and warranties in Section 3.14 (Environmental Matters) shall terminate upon the date that is five years subsequent to the Closing Date; (iii) the representations and warranties in Sections 3.15 (Employee Benefit Matters) and 3.17 (Taxes) shall terminate upon the date that is 60 days after the expiration of the applicable statute of limitations (including any extensions or tolling thereof); and (iv) all representations and warranties other than as referenced in clause (i), (ii) or (iii) above shall terminate upon the date that is 24 months subsequent to the Closing Date (the “Release Date”).