Common use of Limitation on Actions Clause in Contracts

Limitation on Actions. (a) The representations and warranties of Seller in Article 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and the representations and warranties of Seller set forth in Section 4.7 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), shall, in each case, survive the Closing for a period of twelve (12) months. The covenants and agreements of the Parties to be performed at any time from and after Closing shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill of Sale without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance).

Limitation on Actions. (a) The representations and warranties of Seller in Article 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f), ) and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and days, the representations and warranties of Seller set forth in Section 4.7 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), ) shall, in each case, survive the Closing for a period of twelve (12) months. The covenants and agreements of the Parties to be performed at any time from and after Closing shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill of Sale without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance).

Limitation on Actions. (a) The representations and warranties of Seller the Parties in Article ARTICLE 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f), ARTICLE 5 and the covenants and agreements of the Parties in ARTICLE 6 and the corresponding representations and warranties given in the certificate delivered at Closing pursuant to be performed at or prior to Closing shall, in each case, Section 8.2(c) and Section 8.3(d) shall survive the Closing for a period of twelve nine months, except that (12i) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and the representations and warranties of Seller set forth in Section 4.7 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 5.1, Section 5.2, Section 5.3, Section 5.4 and Section 5.5 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations)indefinitely, and (ii) the corresponding representationscovenants and agreements, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), shallas applicable, in each case, survive the Closing for a period of twelve (12) months. The covenants Section 6.7 and agreements of the Parties to be performed at any time from and after Closing Section 6.12 shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6indefinitely. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill of Sale without time limit except (a) as may otherwise be expressly provided hereinherein and (b) for the provisions of ARTICLE 11, which shall survive Closing until the applicable statute of limitations closes the taxable year to which the subject Taxes relate plus 90 days. RepresentationsThe representations, warranties, covenants, covenants and agreements of this Agreement shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to its expiration date. The indemnities in Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(b)(iii) and Section 10.2(b)(iv) shall terminate as of the termination date (andof each respective representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters for purposes of claritywhich a specific written claim for indemnity has been delivered to the indemnifying Party on or before such termination date. The indemnity in Section 10.2(a)(i), there Section 10.2(b)(i) and Section 10.2(b)(ii) shall be no termination of any indemnification obligations underlying any such claim in such circumstance)continue without time limit.

Limitation on Actions. (a) The representations and warranties of Seller in Article 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f8.2(e), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The Seller Fundamental Representations, and the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(e), and the Purchaser Fundamental Representations and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(g) shall, in each case, survive the Closing for a period of three (3) years. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days days, and the representations and warranties of Seller set forth in Section 4.7 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f8.3(g), shall, in each case, survive the Closing for a period of twelve (12) months. The covenants and agreements of the Parties to be performed at any time from and after Closing shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill of Sale without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance).

Limitation on Actions. (a) The representations and warranties of each Seller in Article 4 hereunder (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate certificates to be delivered by Seller at Closing pursuant to Section 8.2(f7.2(f)), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and excluding the representations and warranties of Seller set forth contained in Section 4.7 3.1 (Sellers), Section 3.2 (The Company), Section 3.3 (Subsidiaries), Section 3.4 (The Shares), Section 3.10(a) (Properties), and Section 3.12 (Liability for Broker’s Fees) (the “Fundamental Representations”), shall survive terminate and be of no further force and effect as of the Closing until the Cut-Off Date. The Without limiting the foregoing, and subject to the further terms of this Section 10.3, the R&W Insurance shall be the sole and exclusive recourse and remedy of Purchaser Group with respect to breaches of the representations and warranties of Purchaser in Article 5 contained herein (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate certificates to be delivered by Purchaser at Closing pursuant to Section 8.3(f7.2(f), shall, in each case, survive ) other than the Closing for a period of twelve (12) monthsFundamental Representations. The covenants and agreements of the Parties to be performed at contained in this Agreement or in any time from and after Closing certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until fully performedthe date that is [REDACTED]* following the Closing Date, subject except (a) for such covenants and agreements that expressly survive for a longer period, which shall survive the Closing for such longer period as expressly specified herein or therein, (b) the Fundamental Representations, the representations and warranties of Purchaser in Article 4 and the terms of Sections 10.1(b)(iv) and (v) (including all rights of indemnification thereunder) shall survive the Closing for a period of [REDACTED]* following the Closing Date, and (c) the terms of Section 10.1(b)(iii) (including all rights of indemnification thereunder) shall survive for a period of [REDACTED]* following the Closing Date. Notwithstanding the preceding sentence, (x) any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the applicable limitations preceding sentence, if notice of the inaccuracy or breach thereof 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, and (y) nothing contained in this Section 10.3(a) will limit, in any way, any rights a Party may have to bring claims grounded in actual fraud. The representations and warranties in this Agreement or in any writing delivered by any Party to any other Party in connection with this Agreement shall survive for the periods set forth in this Section 11.6. The remainder of this Agreement 10.3(a) and shall survive the Closing and delivery in no event be affected by any investigation, inquiry or examination made for or on behalf of the Assignment and Bill Parties, or the knowledge of Sale without time limit except as may otherwise any of the Parties' officers, directors, shareholders, employees or agents or the acceptance by the Parties of any certificate or opinion hereunder. Sellers shall be expressly provided herein. Representations, warranties, covenantsseverally, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement not jointly liable under Section 10.1(b)(ii) with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes breaches of clarity, there shall be no termination of any indemnification obligations underlying any such claim the Fundamental Representations in such circumstance)Section 3.1 and the covenants and agreements set forth in Section 5.2 and 5.12.

Limitation on Actions. (a) The representations and warranties of Seller in Article ‎Article 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f‎8.2(f), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The representations and warranties of Seller set forth in Section 4.3 ‎4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and the representations and warranties of Seller set forth in Section 4.7 ‎4.7 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), shall, in each case, survive the Closing for a period of twelve (12) months. The covenants and agreements of the Parties to be performed at any time from and after Closing shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6‎11.6. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill Xxxx of Sale without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance).

Limitation on Actions. (a) The representations and warranties of Seller the Parties in Article 3, Article 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, Article 5 shall survive the Closing for a period of twelve eighteen (1218) months. The months from the Closing Date (the “General Survival Date”); provided, however, that (A) each of (i) the representations and warranties of Seller set forth contained in Section 3.2 (Title to Interests), Section 3.3 (Existence and Organization), Section 3.4 (Authorization and Enforceability), Section 3.7 (Liability for Brokers’ Fees), Section 4.1 (Existence and Qualification), Section 4.3 (Capitalization), Section 4.15 (Employee Matters), Section 5.1 (Existence and Qualification), Section 5.2 (Authorization and Enforceability), Section 5.4 (Capitalization), Section 5.5 (Payment Shares) and Section 5.10 (Liability for Brokers’ Fees) (collectively, the “Fundamental Representations”) and (ii) the representations and warranties contained in Section 4.10 (Tax Matters) shall survive the Closing and will continue in full force and effect for a period from the date hereof until the date that is the date that is sixty (60) days following the expiration of the applicable statute of limitations period plus thirty (30the “Extended Survival Date”) days and (B) the representations and warranties of Seller set forth contained in Section 4.7 4.16 (Environmental Matters) shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), shall, in each case, survive the Closing for a period of twelve forty-eight (1248) monthsmonths from the Closing Date (the “Environmental Survival Date” and the General Survival Date, the Extended Survival Date or the Environmental Survival Date, as applicable, each a “Survival Date”). The covenants and agreements of the Parties to be performed at any time from and after Closing in Article 6 shall survive Closing indefinitely or for the period explicitly specified therein. The covenants in Article 9 shall survive until fully performed, subject to the expiration of the applicable limitations set forth in this Section 11.6. The remainder statute of this Agreement shall survive the Closing and delivery of the Assignment and Bill of Sale without time limit except as may otherwise be expressly provided hereinlimitations. Representations, warranties, covenants, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, provided that there shall be no such termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance)date.

Limitation on Actions. (a) The representations and warranties of Seller in Article ‎Article 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f‎8.2(e), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The representations and warranties of Seller set forth in Section 4.3 ‎4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and the representations and warranties of Seller set forth in Section 4.7 ‎4.7 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), shall, in each case, survive the Closing for a period of twelve (12) months. The covenants and agreements of the Parties to be performed at any time from and after Closing shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6‎11.6. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill Xxxx of Sale without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance).

Limitation on Actions. (a) The representations and warranties of each Seller in Article 4 hereunder (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate certificates to be delivered by Seller at Closing pursuant to Section 8.2(f7.2(f)), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (12) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and excluding the representations and warranties of Seller set forth contained in Section 4.7 3.1 (Sellers), Section 3.2 (The Company), Section 3.3 (Subsidiaries), Section 3.4 (The Shares), Section 3.10(a) (Properties), and Section 3.12 (Liability for Broker’s Fees) (the “Fundamental Representations”), shall survive terminate and be of no further force and effect as of the Closing until the Cut-Off Date. The Without limiting the foregoing, and subject to the further terms of this Section 10.3, the R&W Insurance shall be the sole and exclusive recourse and remedy of Purchaser Group with respect to breaches of the representations and warranties of Purchaser in Article 5 contained herein (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate certificates to be delivered by Purchaser at Closing pursuant to Section 8.3(f7.2(f), shall, in each case, survive ) other than the Closing for a period of twelve (12) monthsFundamental Representations. The covenants and agreements of the Parties to be performed at contained in this Agreement or in any time from and after Closing certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until fully performedthe date that is [REDACTED]* following the Closing Date, subject except (a) for such covenants and agreements that expressly survive for a longer period, which shall survive the Closing for such longer period as expressly specified herein or therein, (b) the Fundamental Representations, the representations and warranties of Purchaser in Article 4 and the terms of Sections 10.1(b)(iv) and (v) (including all rights of indemnification thereunder) shall survive the Closing for a period of [REDACTED]* following the Closing Date, and (c) the terms of Section 10.1(b)(iii) (including all rights of indemnification thereunder) shall survive for a period of [REDACTED]* following the Closing Date. Notwithstanding the preceding sentence, (x) any breach of representation, warranty, covenant or agreement in respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the applicable limitations preceding sentence, if notice of the inaccuracy or breach thereof 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, and (y) nothing contained in this Section 10.3(a) will limit, in any way, any rights a Party may have to bring claims grounded in actual fraud. The representations and warranties in this Agreement or in any writing delivered by any Party to any other Party in connection with this Agreement shall survive for the periods set forth in this Section 11.6. The remainder of this Agreement 10.3(a) and shall survive the Closing and delivery in no event be affected by any investigation, inquiry or examination made for or on behalf of the Assignment and Bill Parties, or the knowledge of Sale without time limit except as may otherwise any of the Parties’ officers, directors, shareholders, employees or agents or the acceptance by the Parties of any certificate or opinion hereunder. Sellers shall be expressly provided herein. Representations, warranties, covenantsseverally, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement not jointly liable under Section 10.1(b)(ii) with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes breaches of clarity, there shall be no termination of any indemnification obligations underlying any such claim the Fundamental Representations in such circumstance)Section 3.1 and the covenants and agreements set forth in Section 5.2 and 5.12.

Limitation on Actions. (a) The representations and warranties of Seller in Article 4 (excluding, for purposes of clarity, excluding the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f), and the covenants and agreements of the Parties to be performed at or prior to Closing shall, in each case, survive the Closing for a period of twelve (124.8) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and the representations and warranties of Seller set forth in Section 4.7 shall survive the Closing until the Cut-Off Date. The representations and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations), and the corresponding representations, warranties, and affirmations given in the certificate certificates delivered by Purchaser at Closing pursuant to Sections 8.2(e) shall survive the Closing for a period of twelve (12) months and shall thereafter terminate. The Fundamental Representations and the corresponding representations, warranties, and affirmations given in the certificates delivered at Closing pursuant to Section 8.3(f8.2(e) shall survive the Closing until the expiration of the applicable statute of limitations and shall thereafter terminate. The representations and warranties of Seller in Section 4.3 and the corresponding representations, warranties, and affirmations given in the certificates delivered at Closing pursuant to Section 8.2(e) shall survive the Closing until the expiration of the applicable statute of limitations plus sixty (60) days and shall thereafter terminate. The representations and warranties of Seller in Section 4.8 and the corresponding representations, warranties, and affirmations given in the certificates delivered at Closing pursuant to Section 8.2(e) shall survive the Closing until the Cut-Off Date and shall thereafter terminate. The covenants and agreements of Seller in this Agreement to be performed on or prior to the Closing Date, and the corresponding affirmations given in the certificate delivered at Closing pursuant to Section 8.2(e), shall, in each case, shall survive the Closing for a period of twelve (12) months. The covenants and agreements of the Parties Seller in this Agreement to be performed at any time from and after the Closing Date shall survive the Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill Xxxx of Sale without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expirationexpiration (if applicable), provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date (and, for purposes of clarity, there shall be no termination of any indemnification obligations underlying any such claim in such circumstance)date.

Limitation on Actions. (a) The representations and warranties of Seller the Parties in Article ARTICLE 4 (excluding, for purposes of clarity, the Seller Fundamental Representations and Seller’s representations and warranties in Sections 4.3 and 4.7), the corresponding representations, warranties, and affirmations given in the certificate delivered by Seller at Closing pursuant to Section 8.2(f), ARTICLE 5 and the covenants and agreements of the Parties in ARTICLE 6 and the corresponding representations and warranties given in the certificate delivered at Closing pursuant to be performed at or prior to Closing shall, in each case, Section 8.2(c) and Section 8.3(d) shall survive the Closing for a period of twelve months, except that (12i) months. The representations and warranties of Seller set forth in Section 4.3 shall survive the Closing for the applicable statute of limitations period plus thirty (30) days and the representations and warranties of Seller set forth in Section 4.7 4.1, Section 4.2, Section 4.3, Section 4.4, Section 5.1, Section 5.2, Section 5.3 and Section 5.4 shall survive indefinitely and (ii) the Closing until the Cut-Off Date. The representations covenants and warranties of Purchaser in Article 5 (excluding the Purchaser Fundamental Representations)agreements, and the corresponding representations, warranties, and affirmations given in the certificate delivered by Purchaser at Closing pursuant to Section 8.3(f), shallas applicable, in each case, survive the Closing for a period of twelve (12) months. The covenants Section 6.6 and agreements of the Parties to be performed at any time from and after Closing Section 6.11 shall survive Closing until fully performed, subject to the applicable limitations set forth in this Section 11.6indefinitely. The remainder of this Agreement shall survive the Closing and delivery of the Assignment and Bill of Sale without time limit except (a) as may otherwise be expressly provided hereinherein and (b) for the provisions of ARTICLE 11, which shall survive Closing until the applicable statute of limitations closes the taxable year to which the subject Taxes relate plus 90 days. RepresentationsThe representations, warranties, covenants, covenants and agreements of this Agreement shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, covenant or agreement prior to its expiration date. The indemnities in Section 10.2(a)(ii), Section 10.2(a)(iii), Section 10.2(b)(ii) and Section 10.2(b)(iii) shall terminate as of the termination date (andof each respective representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters for purposes of clarity, there which a specific written claim for indemnity has been delivered to the indemnifying Party on or before such termination date. The indemnity in Section 10.2(a)(i) and Section 10.2(b)(i) shall be no termination of any indemnification obligations underlying any such claim in such circumstance)continue without time limit.