Common use of Survival of Representations, Warranties, Etc Clause in Contracts

Survival of Representations, Warranties, Etc. Except as otherwise provided herein, the representations and warranties contained in Articles II, III and IV of this Agreement shall survive the Closing for a period of twelve (12) months after the Closing Date; provided, however, that: (i) the representations and warranties contained in Section 3.12 hereof shall survive the Closing Date until thirty (30) days after the expiration of the applicable statutes of limitations for the assessment of Taxes; (ii) if the giving of any representation or warranty contained in Articles II, III or IV is made with willful or knowing fraud, it shall survive the Closing Date for an unlimited period of time; and (iii) any specific claim or action of which specific written notice setting forth with particularity the facts underlying such claim or action is given to the party which made such representation or warranty prior to the date on which such representation or warranty otherwise terminates as provided herein, may continue to be asserted and shall be indemnified against pursuant to this Article VII.

Survival of Representations, Warranties, Etc. Except as otherwise provided herein, the All representations and warranties contained of the parties made in Articles II, III and IV of this Agreement or in any certificate or instrument delivered in connection herewith shall survive the Closing for a period of twelve (12) 12 months after the Closing Date; provided(and, however, that: (i) with respect to the representations and warranties contained made by the parties notwithstanding any investigation made at any time by or on behalf of either party); provided, that all representations and warranties made by the Seller in Section 3.12 hereof 4.9 (Tax Matters), Section 4.14 (Environmental Matters) and Section 4.17 (Employee Benefits) shall survive until the Closing Date until thirty applicable period of limitation (30or any extension thereof) days after has expired (the "Survival Period") and all representations and warranties made by the Seller in Section 4.1 (Organization) and Section 4.5 (Capitalization) shall survive indefinitely. All representations and warranties related to any claim asserted in writing prior to the expiration of the applicable statutes of limitations for the assessment of Taxes; (ii) if the giving of any representation or warranty contained in Articles II, III or IV is made with willful or knowing fraud, it Survival Period shall survive the Closing Date for an unlimited period of time; and (iii) any specific claim or action of which specific written notice setting forth with particularity the facts underlying until such claim or action is given to the party which made such representation or warranty prior to the date on which such representation or warranty otherwise terminates as provided herein, may continue to be asserted and shall be indemnified against pursuant to this Article VIIresolved and payment in respect thereof, if any is owing, shall be made. The Tax indemnity provisions set forth in Section 7.2 and 7.3 below shall survive until expiration of the applicable statute of limitations.

Survival of Representations, Warranties, Etc. Except as otherwise provided herein, the representations and warranties contained in Articles II, III and IV of this Agreement or in any certificate or other instrument delivered pursuant to this Agreement, shall survive the Closing for a period of twelve (12) 18 months after the Closing Date; provided, however, that: (i) the representations and warranties contained in Section 3.12 3.13 hereof shall survive the Closing Date until thirty (30) 30 days after the expiration of the applicable statutes of limitations for the assessment of Taxes; (ii) if the giving of any representation or warranty contained in Articles II, III or IV this Agreement is made with willful or knowing fraud, it shall survive the Closing Date for an unlimited period of time; and (iii) any specific claim or action of which specific written notice setting forth with particularity the facts underlying such claim or action is given to the party which made such representation or warranty prior to the date on which such representation or warranty otherwise terminates as provided herein, may continue to be asserted and shall be indemnified against pursuant to this Article VII; and (iv) the representations and warranties set forth in Section 2.2 hereof shall survive the Closing without limitations.

Survival of Representations, Warranties, Etc. Except as otherwise provided herein, the representations and warranties contained in Articles IIthis Agreement, III and IV of or in any certificate or other instrument delivered pursuant to this Agreement Agreement, shall survive the Closing for a period of twelve twenty-four (1224) months after the Closing Date; provided, however, that: (i) the representations and warranties contained in Section 3.12 3.13 hereof shall survive the Closing Date until thirty (30) days after the expiration of the applicable statutes of limitations for the assessment of Taxes; (ii) if the giving of any representation or warranty contained in Articles II, III or IV this Agreement is made with willful or knowing fraud, it shall survive the Closing Date for an unlimited period of time; and (iii) any specific claim or action of which specific written notice setting forth with particularity the facts underlying such claim or action is given to the party which made such representation or warranty prior to the date on which such representation or warranty otherwise terminates as provided herein, may continue to be asserted and shall be indemnified against pursuant to this Article VIIIX; and (iv) the representations and warranties set forth in Sections 2.1, 2.2 and 3.2 hereof shall survive the Closing without limitations.

Survival of Representations, Warranties, Etc. Except as otherwise provided herein, the representations and warranties contained in Articles II, III and IV of this Agreement or in any certificate or other instrument delivered pursuant to this Agreement, shall survive the Closing for a period of twelve (12) 24 months after the Closing Date; provided, however, that: (i) the representations and warranties contained in Section 3.12 3.13 hereof shall survive the Closing Date until thirty (30) 30 days after the expiration of the applicable statutes of limitations for the assessment of Taxes; (ii) if the giving of any representation or warranty contained in Articles II, III or IV this Agreement is made with willful or knowing fraud, it shall survive the Closing Date for an unlimited period of time; and (iii) any specific claim or action of which specific written notice setting forth with particularity the facts underlying such claim or action is given to the party which made such representation or warranty prior to the date on which such representation or warranty otherwise terminates as provided herein, may continue to be asserted and shall be indemnified against pursuant to this Article VII; and (iv) the representations and warranties set forth in Section 2.1, 2.2, 2.3 and 3.2 hereof shall survive the Closing without limitations.

Survival of Representations, Warranties, Etc. Except as otherwise provided herein, the All representations and warranties of Seller or Buyer contained in Articles II, III and IV of this Agreement shall survive the Closing and remain in full force and effect for a period of twelve eighteen (1218) months after the Closing Date. All such representations and warranties, and all indemnification rights with respect to breaches thereof, shall terminate eighteen (18) months after the Closing Date; providedprovided that if notice of any claim for indemnification pursuant to Section 9.02(a)(ii) or 9.02(b)(ii) shall have been given prior to the expiration of such eighteen-month period, however, that: (i) such claim shall survive until such time as it is finally resolved. The covenants and agreements of the representations and warranties Parties contained in Section 3.12 hereof this Agreement, and all indemnification rights with respect to breaches thereof, shall survive and remain in full force and effect for the Closing Date until thirty (30applicable periods described herein or, if no such period is specified, indefinitely; provided that if notice of any claim for indemnification pursuant to Section 9.02(a)(i) days after or 9.02(b)(i) shall have been given prior to the expiration of the applicable statutes of limitations for the assessment of Taxes; (ii) if the giving of any representation relevant underlying covenant or warranty contained in Articles IIagreement, III or IV is made with willful or knowing fraud, it such claim shall survive the Closing Date until such time as it is finally resolved. The provisions of this Section 9.01 shall survive for an unlimited period so long as any other Section of time; and (iii) any specific claim or action of which specific written notice setting forth with particularity the facts underlying such claim or action is given to the party which made such representation or warranty prior to the date on which such representation or warranty otherwise terminates as provided herein, may continue to be asserted and this Agreement shall be indemnified against pursuant to this Article VIIsurvive.