Common use of Survival of Representations and Warranties and Agreements Clause in Contracts

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing but shall expire on the date that is eighteen (18) months after the Closing Date, except with respect to, and to the extent of, any claim of which written notice in accordance with Section 7.4 has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties set forth in Section 3.8 (Taxes) shall terminate upon the expiration of the applicable statute of limitations and (ii) (x) the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authority), 3.5 (No Broker), 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) and (y) any action relating to fraud or intentional misrepresentation each shall survive indefinitely. The respective covenants and agreements of Seller and Buyer contained in this Agreement shall survive in accordance with their terms. The period from the Closing to the expiration, if any, of a representation, warranty, covenant or agreement hereunder shall be referred to with respect to a claim for indemnification thereunder as the "Survival Period."

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Seller Bluff Point, Custodian and Buyer Seller, on the one hand, and Buyer, on the other hand, contained in this Agreement shall survive the Closing Signing but shall expire on on, and no claim for indemnification hereunder may be made after, the date that is eighteen second (182nd) months after anniversary of the Closing Conversion Date, except with respect to, and to the extent of, any claim of which written notice in accordance with Section 7.4 ‎Section 12.4 has been given in good faith by one party to the other others prior to such expirationanniversary; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties set forth in Section 3.8 ‎Section 3.9 (Taxes) shall terminate upon the expiration of the applicable statute of limitations and (ii) (xA) the representations and warranties set forth in Sections 3.1 Seller Fundamental Representations, (Organization and Related Matters), 3.2(aB) (Authority), 3.5 (No Broker), 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) the Buyer Fundamental Representations and (yC) any action relating to fraud or intentional misrepresentation each shall survive indefinitely. The respective covenants and agreements of Seller Bluff Point, Custodian and Buyer Seller, on the one hand, and Buyer, on the other hand, contained in this Agreement shall survive the Signing in accordance with their terms. The period from the Closing Signing Date to the expiration, if any, of a representation, warranty, covenant or agreement hereunder shall be referred to with respect to a claim for indemnification thereunder as the "“Survival Period."”

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Seller and Buyer contained in this Agreement shall 22 survive the Closing but shall expire on the date that is eighteen (18) months after the Closing Date, except with respect to, and to the extent of, any claim of which written notice in accordance with Section 7.4 has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties set forth in Section 3.8 (Taxes) shall terminate upon the expiration of the applicable statute of limitations and (ii) (x) the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authority), 3.5 (No Broker), 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) and (y) any action relating to fraud or intentional misrepresentation each shall survive indefinitely. The respective covenants and agreements of Seller and Buyer contained in this Agreement shall survive in accordance with their terms. The period from the Closing to the expiration, if any, of a representation, warranty, covenant or agreement hereunder shall be referred to with respect to a claim for indemnification thereunder as the "“Survival Period."” Section 7.2

Survival of Representations and Warranties and Agreements. The respective representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing but shall expire on the date that is eighteen (18) months after the Closing Date, except with respect to, and to the extent of, any claim of which written notice in accordance with Section 7.4 has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties set forth in Section 3.8 (Taxes) shall terminate upon the expiration of the applicable statute of limitations and (ii) (x) the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authority), 3.5 (No Broker), 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) and (y) any action relating to fraud or intentional misrepresentation each shall survive indefinitely. The respective covenants and agreements of Seller and Buyer contained in this Agreement shall survive in accordance with their terms. The period from the Closing to the expiration, if any, of a representation, warranty, covenant or agreement hereunder shall be referred to with respect to a claim for indemnification thereunder as the "“Survival Period."”