Survival; Exclusive Remedy. The covenants, obligations and agreements contained herein to be performed (a) prior to the Effective Time shall survive for, and a claim may be brought with respect to any breach thereof any time prior to one year following the Effective Time and (b) following the Effective Time shall survive, and a claim may be brought with respect to any breach thereof, after the Effective Time in accordance with their respective terms, if specified, and otherwise, indefinitely; provided that, without limiting the foregoing, no claim may be asserted by any Spinco Indemnitee under this ARTICLE VI arising from any failure to transfer any Spinco Asset to Spinco unless such claim is asserted, if at all, prior to the date that is two years from the Distribution Date (such date, the “Cut-off Date”), except for claims (x) of which IP has been notified in writing by the Surviving Corporation prior to the Cut-off Date or (y) relating to or arising from any breach of any covenants, obligations and agreements to be performed after the Distribution Date. The Parties hereby agree that the sole and exclusive remedy for any claim (whether such claim is framed in tort, contract or otherwise) arising out of a breach of this Agreement (other than with respect to any claim arising as a result of fraud) shall be asserted pursuant to this ARTICLE VI, Section 10.16 or, with respect to Losses incurred in connection with any Spinco Guarantees or IP Guarantees (as the case may be) on or after the Effective Time, Section 7.3; provided that, the Parties shall not be entitled to indemnity under this ARTICLE VI with respect to any Current Assets and Current Liabilities solely to the extent of the amount of such items as were expressly and specifically included in Spinco Closing Working Capital or the Spinco Closing Net Debt. For the avoidance of doubt, to the extent any provision in this Agreement is deemed to be a representation or warranty, such provision shall not survive the Effective Time or termination of this Agreement. Notwithstanding anything to the contrary in this Agreement or the Merger Agreement, (x) the representations and warranties of IP set forth in Section 5.7 (“Information to be Supplied”) of the Merger Agreement, (y) the representations and warranties of UWWH set forth in Section 6.7 (“Information to be Supplied”) of the Merger Agreement, and (z) the covenant of IP set forth in Section 7.9 (“Sufficiency of Assets”) of this Agreement, shall survive the Effective Time, and a claim...
Survival; Exclusive Remedy. (a) Except as otherwise provided in this Agreement, none of the representations, warranties, agreements and covenants contained in this Agreement will survive the Closing; provided, however, that Article I (and the provisions that substantively define any related defined terms not substantively defined in Article I), this Article IX and the agreements of the Parties in Article II and III, and Section 4.26 (No Additional Representations), Section 5.23 (No Additional Representations), Section 6.8 (Employee Matters), Section 6.9 (Indemnification; Directors’ and Officers’ Insurance), Section 6.17 (Certain Indebtedness and Financing Cooperation), Section 6.18 (Tax Matters), and those other covenants and agreements contained herein that by their terms apply, or that are to be performed in whole or in part, after the Closing, shall survive the Closing. The Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.
Survival; Exclusive Remedy. The covenants and agreements contained herein to be performed following the Closing shall survive the Effective Time in accordance with their respective terms and all other terms shall expire as of the Effective Time (other than the obligation to convey the Spinco Assets and the Spinco Liabilities in accordance with Section 2.1). The parties hereby agree that the sole and exclusive remedy for any claim (whether such claim is framed in tort, contract or otherwise), arising out of a breach of this Agreement shall be asserted pursuant to Section 10.2 of the Merger Agreement (or if this Agreement and the Merger Agreement are terminated, Section 9.2 of the Merger Agreement) and only to the extent expressly contemplated therein. For the avoidance of doubt, Section 10.2 of the Merger Agreement is acknowledged to provide for equitable relief to the extent the requisite showing is made under applicable law of the inadequacy of the payment of money damages thereunder.
Survival; Exclusive Remedy. Notwithstanding any right of any party to fully investigate the affairs of the other party and notwithstanding any knowledge of facts determined or determinable by such party pursuant to such investigation or right of investigation, each party has the right to rely fully upon the representations, warranties, covenants and agreements of each other party in this Agreement or in any certificate, financial statement or other document delivered by any party pursuant hereto. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder, subject to the limitations set forth herein. No person shall have a right to recovery against any party (or any officer, director, employee or agent of a party) other than through the exercise of the indemnification rights set forth herein, which shall constitute the sole and exclusive remedy after the Closing for any breach by a party of any representation, warranty or covenant contained herein or in any certificate or other instrument delivered pursuant hereto, other than a fraudulent or intentional breach, as to which each party shall have all rights and remedies available at law or in equity.
Survival; Exclusive Remedy. The covenants and agreements contained herein to be performed following the Closing shall survive the Effective Time in accordance with their respective terms and all other terms shall expire as of the Effective Time (other than the obligation to convey the Spinco Assets and the Spinco Liabilities in accordance with Section 2.1). The Parties hereby agree that the sole and exclusive remedy for any claim (whether such claim is framed in tort, contract or otherwise), arising out of a breach of this Agreement shall be asserted pursuant to Section 10.2 of the Merger Agreement (or if this Agreement and the Merger Agreement are terminated, Section 9.3 of the Merger Agreement) and only to the extent expressly contemplated therein.
Survival; Exclusive Remedy. (a) None of the representations, warranties, covenants or agreements set forth in this Agreement (or in any certificate delivered pursuant hereto) shall survive the Closing, other than each covenant and agreement set forth in this Agreement that by its terms is to be performed at or following the Closing, which shall survive the Closing until fully performed. No party hereto or any of its respective Affiliates shall have any Liability with respect to any representation, warranty, covenant or agreement from and after the time that such representation, warranty, covenant or agreement ceases to survive hereunder; provided that, the foregoing shall not limit (i) any claim or recovery that may be available to Buyer under the R&W Insurance Policy or (ii) any claim of Fraud.
Survival; Exclusive Remedy. (a) All obligations under this Section 9 shall survive the Closing and continue until 120 days following the expiration of the applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof).
Survival; Exclusive Remedy. All representations, warranties, covenants, and obligations in this Agreement, and the attached Schedules, and any other certificate or document delivered pursuant to this Agreement will survive the Closing for the periods described in Sections 10.4 and 10.5. The rights to indemnification described in this Article 10 constitute the parties' exclusive remedies for any Damages arising out of or in connection with the matters described in Sections 10.2 and 10.3, respectively. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations.
Survival; Exclusive Remedy. The rights and obligations under this Section 14 are expressly intended to survive execution of this Agreement and the Closing of the transactions contemplated hereby for the periods specified in Sections 14.1 and 14.2 and shall not be affected by any investigation made by any party at any time. The rights of indemnification provided in this Section 14 shall be the exclusive remedy of any party for any misrepresentation, breach of any representation, warranty, covenant or agreement contained in this Agreement or for claims arising out of the operation of the Business before or on or after the Closing Date, provided that if such rights intended for the benefit of any indemnified party are not, for any reason, enforceable in accordance with their terms, then such indemnified party shall have all rights and remedies available by contract, at law, in equity or otherwise so long as claims are brought within the period of limitations provided for above. Upon expiration of the applicable periods of indemnification provided hereunder the liability of the Indemnifying Party shall cease with respect to any and all claims, losses, damages, liabilities, costs and expenses arising out of matters which have not been the subject of written notice to the Indemnifying Party delivered prior to the expiration of the applicable period of indemnification, but shall survive and continue with respect to all claims, losses, damages, liabilities, costs and expenses arising out of matters which have been the subject of any such notice.
Survival; Exclusive Remedy. (a) Survival of Representations and Warranties of Sellers. Subject to Section 9.1(e), the representations and warranties set forth in Article IV and any certificate delivered pursuant hereto by any Seller shall survive the Closing for a period of eighteen (18) months following the Closing Date, and shall thereafter be of no further force or effect; provided that the Fundamental Representations and all representations which constitute Fraud shall survive the Closing for the full period of all applicable statutes of limitations plus 60 days, and shall thereafter be of no further force or effect.
