Expiration of Representations and Warranties. All representations and warranties made pursuant to this Merger Agreement shall expire with, and be terminated and extinguished by, the mergers at the Closing Date.
Expiration of Representations and Warranties. All representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing Date; provided, however, that: (a) the representations and warranties set forth in Section 2.8, Section 2.13 and Section 2.17 shall survive the Closing for the period ending on the date that is sixty (60) days after the expiration of the applicable statute of limitations period; and (b) the representations and warranties set forth in Section 2.1(a), Section 2.1(d), Section 2.2, Section 2.10(c), Section 2.25, Section 3.1, Section 3.2, Section 3.3, Section 3.8, Section 3.9 and Section 3.10 shall survive indefinitely (each of the sections referred to in clause (b) a “Fundamental Rep” and each Fundamental Rep as well as each representation referenced in clause (a), a “Transactional Rep”). All covenants and agreements (i) to be performed prior to Closing, shall survive the Closing until the two (2) month anniversary thereof, and (ii) to be performed following the Closing shall survive until fully performed. Notwithstanding the foregoing, all claims (and matters relating thereto) made prior to the expiration of the applicable survival period shall not thereafter be barred by the expiration of such survival period and shall survive until finally resolved.
Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the earlier of (i) the date that is eighteen (18) months following the Closing and (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished (except to the extent a valid claim for indemnification asserted in good faith has been made prior to such time for any breach thereof, in which case the applicable representation or warranty shall survive until such valid claim is resolved); provided that the representations and warranties set forth in Sections 3.1 (Organization and Power), 3.2 (Authorization and Enforceability), 3.3 (Capitalization of the Company and the Other Outdoor Group Entities), 3.4 (No Violation), 3.18 (Taxes and Tax Matters) and 3.21 (No Brokers) (collectively, the “Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable survival period for a representation or warranty as contemplated by this Section 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation or warranty, then by virtue of this Agreement, the applicable statute of limitations period with respect to such representation or warranty shall be reduced to the shortened survival period contemplated by this Section 9.1. The parties further acknowledge that the time periods set forth in this Section 9.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed among the parties.
Expiration of Representations and Warranties. None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time.
Expiration of Representations and Warranties. All of the representations and warranties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect on the first anniversary of the Closing Date, and all liability of Purchaser and Seller with respect to such representations and warranties shall thereupon be extinguished; provided, however, that if, prior to such first anniversary, Claimant delivers a written notice to the other party hereto or to the Escrow Agent, then the specific indemnification claim set forth in such notice shall survive such first anniversary (and shall not be extinguished thereby) until the settlement of such specific claim.
Expiration of Representations and Warranties. In the absence of fraud or willful misrepresentation, the representations and warranties of Seller contained herein shall expire and be terminated and extinguished on the Closing Date, and thereafter Seller shall have no liability whatsoever with respect to any such expired representation or warranty.
Expiration of Representations and Warranties. (a) The respective representations and warranties contained in Articles 3 and 4 of this Agreement shall expire with, and be terminated by, the consummation of the Merger, and neither of the Parties nor any of their officers, directors, agents or shareholders shall have any liability with respect to such representations or warranties after the Effective Date. This provision shall not protect any officer, director, agent or shareholder of the Parties against any liability to the entity for which that officer, director, agent or shareholder so acts or to its shareholders to which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office.
Expiration of Representations and Warranties. All representations and warranties made by the Parties in this Agreement or in any schedule, document, certificate or other instrument delivered by or on behalf of the Parties pursuant to this Agreement shall expire on the [*] anniversary of the Effective Date.
Expiration of Representations and Warranties. Except with respect to any breach of Section 3.04(f) or Section 3.04(x) or as otherwise provided in this Agreement, notice of a breach of a representation or warranty made by HUD in Section 3.04 with respect to a Mortgage Loan must be made, in writing and delivered to HUD, within ten (10) months after the Servicing Transfer Date for such Mortgage Loan. In the event no notice is received alleging a breach of any of such representations or warranties with respect to a Mortgage Loan within such ten (10) month period, then the representations and warranties contained in Section 3.04 (other than in Section 3.04(f) or (x)), and the rights and remedies of Purchaser in Section 3.05, as they relate to such Mortgage Loan, shall expire and be of no further force or effect. Notice of a breach of a representation or warranty made by Purchaser in Section 3.05(b) with respect to a repurchased Mortgage Loan must be made, in writing and delivered to Purchaser, within three (3) months after the Initial Repurchase Date for such Mortgage Loan. In the event no notice is received alleging a breach of any of such representations or warranties with respect to a Mortgage Loan within such three (3)-month period, then the representations and warranties contained in Section 3.05(b), and the rights and remedies of HUD in Section 3.05(c), as they relate to such Mortgage Loan, shall expire and be of no further force or effect. The representations and warranties in Section 3.04(f) and 3.04(x) and all other representations and warranties made by the Parties in this Agreement shall survive and shall not be subject to the foregoing limitations. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the representations and warranties in Section 3.04 with respect to a Mortgage Loan shall terminate upon the modification of the Mortgage Loan by or on behalf of Purchaser or the release and/or satisfaction of all or part of the Mortgage Loan or security.
Expiration of Representations and Warranties. All representations and warranties contained in this Article III shall expire at the Effective Time, and thereafter, neither Fifth Third nor Fifth Third Financial shall have any further liability or obligation with respect thereto.
