Limitations on Survival. Each of the representations and warranties made by the parties in Article III, in Section 4.03 and in the certificates delivered pursuant to Sections 5.01(a) and 5.02(a) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement, the Closing and the consummation of the transactions contemplated by this Agreement to and until three (3) years after the Closing Date, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal misrepresentation.
Limitations on Survival. An Indemnifying Party's obligation to indemnify an Indemnified Party as provided in this Article XII is subject to the condition that the Indemnifying Party shall have received written notice of the Claim for which indemnity is sought within two (2) years after the Closing Date.
Limitations on Survival. Section 17.01 Except as otherwise provided in this Contract, no representations, warranties, covenants, indemnities, obligations or liabilities of Seller set forth in this Contract shall survive the Closing, and no action based thereon shall be commenced after the Closing.
Limitations on Survival. Each of the representations and warranties made by the parties in Article III and in the certificates delivered pursuant to Sections 5.01(a) and 5.02(a) (and including the Disclosure Schedule insofar as the Disclosure Schedule relates to such representations and warranties) shall survive any examination made by or on behalf of any party hereto, the execution and delivery of this Agreement, the Closing and the consummation of the transactions called for by this Agreement to and until eighteen (18) months after the Effective Time, whereupon such representations and warranties shall terminate, provided that no such termination shall occur with respect to any representation or warranty made in a manner involving fraud or criminal misrepresentation. Notwithstanding the foregoing, the representation and warranty contained in Section 3.01(i)(B) shall not survive Closing.
Limitations on Survival. Each of the representations and warranties made by the Company in Section 5.1(u) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(a)(ii) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the date on which the statute of limitations (taking into account any tolling agreements with respect thereto) with respect to enforcement of any relevant sections of the Code and the regulations promulgated thereunder against the Company, its subsidiaries and Affiliates has expired (at which time they will terminate). Each of the representations and warranties made by the Company in Section 5.1(v) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(a)(ii) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the first to occur of: (i) the completion of a Qualified Public Offering (as such term is defined in the Securityholders Agreement) and (ii) the date which is two years after the Initial Closing Date (at which time they will terminate). Each of the representations and warranties made by the Company in Sections 5.1(a), (b)(i), (d) and (e)(iv) of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Section 7.1(b) (insofar as they relate to such representations and warranties) and by the Buyer in Sections 5.2(a), (b), (c), (d) and (f) and the certificate delivered pursuant to Section 7.2(b) (insofar as they relate to such representations and warranties) shall survive the Initial Closing to and until the first to occur of: (x) the completion of a Qualified Public Offering (as such term is defined in the Stockholders Agreement) and (y) the date which is twelve months after the Subsequent Closing Date or, if the Option is not exercised prior to the end of the Exercise Period, the day after the expiration of the Exercise Period (at which time they will terminate). All other representations and warranties made by the parties in Article V of this Agreement (including the Schedules, insofar as the Schedules relate to such representations and warranties) and in the certificates delivered pursuant to Sections 7.1(a)(i...
Limitations on Survival. Each of the representations and warranties made by the parties in Article III of this Agree ment shall survive the Closing to and until the date which is one (1) year after the Closing Date PROVIDED that a fraudulent representation or warranty contained herein shall survive the Closing to and until the date which is one hundred twenty (120) days following expiration of the applicable statutes of limita tions with respect to claims for fraud (at which time they shall terminate). Each of the representations and warranties contained in Section 3.1(p) shall survive the Closing to and until the date which is one hundred twenty (120) days following expiration of the applicable statutes of limitations with respect to the Taxes to which such representation or warranty relates, and each of the representations and warranties contained in Sections 3.1(a) and (b) and Sections 3.2(a) and (b) will survive the Closing and shall not terminate.
Limitations on Survival
