Survival Periods. Subject to the limitations contained in this ARTICLE VI, all representations, warranties, covenants and agreements contained in this Agreement or in any Transaction Documents shall survive the Closing Date by a period of twenty (20) months (the “Survival Date”), regardless of any investigation made by or on behalf of any party hereto or its Affiliates or the knowledge of any such party’s (or its Affiliates’) officers, directors, stockholders, managers, members, partners, employees or agents; provided, however that (a) with respect to the representations and warranties set forth in Sections 2.1 and 3.1 (Organization; Corporate Power), 2.2 and 3.2 (Authorization), 2.9 (Intellectual Property), 2.18 (Tax Matters) and 2.21 (Employee Benefits) (collectively, the “Statutory Representations”) the Survival Date shall be the 30th day after the expiration of the applicable statute of limitations (including any extensions thereto to the extent that such statute of limitations may be tolled) and (b) with respect to the representations and warranties set forth in Section 2.4(a) (Title to Assets; Sufficiency of Assets; Condition of Assets) (the “Fundamental Representation”), there shall be no Survival Date and such representations and warranties shall survive the Closing indefinitely. The Parties agree that so long as written notice is given on or prior to the Survival Date with respect to such claim, the representations and warranties with respect to such breach shall continue to survive until such matter is finally resolved. For the avoidance of doubt, any covenant, agreement or obligation set forth in this Agreement or any Transaction Document, shall survive the Closing until the date that such covenant, agreement or obligation has been fully performed in accordance with its terms. The survival period for the representations and warranties shall in no way affect Buyer’s responsibility to indemnify the Company with respect to the Assumed Liabilities, nor the Company’s responsibility to indemnify Buyer for the Excluded Liabilities.
Survival Periods. Subject to the immediately following sentence, all representations and warranties of the parties contained in this Agreement shall survive the Closing until the date that is 18 months from the Closing Date (the “Survival Period”) except that the representations and warranties of Seller contained in Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and Section 2.17 [Environmental] shall survive the Closing until expiration of the applicable statute of limitations but, except as provided in Section 6.2(c), shall not survive any termination of this Agreement. Notwithstanding the immediately preceding sentence, the representations and warranties in Section 2.2 [Authority Relative to this Agreement], Section 2.3 [Capitalization] and Section 2.4 [Ownership of Shares] shall survive the Closing indefinitely. The parties intend to shorten the statute of limitations and agree that no claims or causes of action may be brought against Seller or Buyer based upon, directly or indirectly, any of the representations and warranties contained in Articles II and III after the Survival Period (except for the representations and warranties in Section 2.2 [Authority Relative to this Agreement], Section 2.3 [Capitalization], Section 2.4 [Ownership of Shares], Section 2.11 [Employee Benefit Plans], Section 2.13 [Taxes] and Section 2.17 [Environmental]) or, except as provided in Section 6.2(c), any termination of this Agreement. This Section 7.1 shall not limit any covenant or agreement of the parties which contemplates performance after the Closing, including, without limitation, the covenants and agreements set forth in Sections 4.2, 4.3(e), 4.6, 4.8, 4.9 and 4.11.
Survival Periods. Except for Fundamental Representations, all other representations and warranties of Purchaser, the Sellers and the Company contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the date that is one (1) year after the Closing Date. The Fundamental Representations contained in this Agreement and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations. The covenants and agreements contained in this Agreement that by their nature are required to be performed at or prior to the Closing and the right to commence any claim with respect thereto under Section 8.2 and Section 8.3 shall survive the Closing until the day that is one (1) year after the Closing Date, and the covenants and agreements in this Agreement that by their nature are required to be performed following the Closing Date shall survive, and thus a claim may be brought in respect of a breach thereof, until one (1) year following the last date on which each such post-Closing covenant was required to be performed. Notwithstanding the foregoing, (a) the indemnity for Excluded Taxes under Section 9.1, the representations, 84 warranties and covenants relating to Taxes and the obligations and the right to commence any claim with respect thereto under Article IX shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof), and (b) if notice in writing of a bona fide claim with respect to the inaccuracy or breach of any such representation or warranty or covenant or failure to comply with any such covenant providing with reasonable specificity the basis for the claim shall have been given in good faith to the Party against whom such indemnity may be sought prior to the expiration date of the applicable survival period, such representation or warranty or covenant in respect of which indemnity may be sought under this Agreement, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8.1 solely with respect to the claims made in such written notice and claims reasonably related to the underlying facts until finally re...
Survival Periods. All representations and warranties contained in this Agreement (including the Schedules hereto) shall survive for a period of twenty (20) months from the Closing Date, except for matters involving the title to the Assets, as to which the representations and warranties shall survive until the expiration of any applicable statute of limitations. All covenants and agreements contained herein which are to be performed after the Closing shall survive until fully performed in accordance with their terms, and all covenants and agreements contained herein which are, in accordance with their terms, to be performed at or prior to the Closing shall terminate on the Closing Date. Notwithstanding anything to the contrary contained herein, the expiration of any such survival periods shall not preclude any claim for indemnification under this Section 10 based on or arising from a claim asserted or proceeding initiated by a third-party, including, but not limited, to a claim by any Governmental Entity for Taxes in respect to any period beginning prior to Closing. No claim or cause of action resulting from a breach hereunder may be asserted unless asserted in writing to the party as to which there is alleged a breach prior to the expiration of the applicable survival period; provided, however, that the representations, warranties, covenants, indemnities and agreements contained herein shall survive after the applicable survival period with respect to any claim that a party shall make in writing in accordance with this Agreement (including claims for which only an estimate of potential losses can be provided) prior to the expiration of such survival period, and shall not expire until such claim or cause of action is finally resolved.
Survival Periods. All representations and warranties made by the Parties in this Agreement and in any Ancillary Certificate shall survive the Closing (and any claims for the breach thereof may be brought) until the eighteen (18)-month anniversary of the Closing Date, provided that:
Survival Periods. Except as provided in Section 11.4, all representations and warranties contained or made in, or in connection with, this Agreement or in any Schedule, or any certificate, document or other instrument delivered in connection herewith, shall survive the Closing for a period of eighteen months.
Survival Periods. All representations and warranties, and all covenants that contemplate or may involve actions to be taken or obligations in effect prior to the Closing, in each case contained in this Agreement or in any Schedule to this Agreement, and the right to commence any claim with respect thereto under Section 8.2(a) or 8.3(a), shall terminate and cease to be of further force and effect as of the date that is 12 months after the Closing Date; provided that the representations and warranties set forth in Sections 3.2(a), (b) and (d), 3.8 and 4.4 shall survive indefinitely. Those covenants that contemplate or may involve actions to be taken or obligations in effect at or after the Closing shall survive in accordance with their terms. Notwithstanding the foregoing, any covenant, agreement, representation, warranty or other matter in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 8.1, if notice of the inaccuracy or breach thereof or other matter giving rise to such right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time.
Survival Periods. The representations and warranties in this ---------------- Agreement shall survive for a period of six (6) months following the Closing. A claim by any party hereunder shall survive if notice thereof is given in accordance with Section 10.4(a) within such six (6) month period.
Survival Periods. All representations and warranties of each of the Seller and the Purchaser contained in Articles III and IV of this Agreement, respectively, and all claims and causes of action with respect thereto, shall terminate (Verjährung) on the third (3rd) anniversary of the Share Closing Date or the Cash Payment Option Closing Date (whichever occurs later), except with respect to the representations and warranties of the Seller contained in Sections 3.5 and 3.6 which shall survive the Closing for a period of five (5) years after the Share Closing Date or the Cash Payment Option Closing Date (whichever occurs later). Any claim or cause of action with respect to a breach of any covenant, agreement, undertaking or obligation of either the Purchaser or the Seller under this Agreement shall terminate (Verjährung) upon the expiration of the applicable statute of limitation period. Notice (Xxxx) of any claim for indemnification under Sections 8.2 and 8.3 hereof shall have been duly given by any Party hereto if given any time within the applicable survival period. In such case, the claims and rights to indemnification of any such Party relating to such breaches of representations and warranties, covenants, agreements, undertakings or obligations that are the subject of such indemnification claim shall survive until such time as such claim is finally resolved. Articles 200, 201 and 210 of the Swiss Code of Obligations are hereby expressly waived by the Parties.
Survival Periods. The obligations to indemnify and hold harmless any party pursuant to Section 10.02(a) or 10.02(b) shall terminate on June 30, 2003. The obligations to indemnify and hold harmless any party pursuant to Section 10.01(a) and 10.01(b) shall survive indefinitely.
