Common use of Survival of Representations and Warranties and Covenants Clause in Contracts

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.1-4.3, 4.7, 4.16(g), 4.16(h), 4.21, and Article V shall survive the Closing and remain in effect until the expiration of the statute of limitations for written contracts; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) the representations and warranties contained in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely Except for purposes of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.1-4.3and covenants under Article XIII, 4.7, 4.16(g), 4.16(h), 4.21which shall not terminate, and Article V shall survive the Closing and remain in effect until the expiration of the statute of limitations for written contracts; (ii) the representations and warranties contained in under Section 4.11 shall 4.2 (Capitalization), Section 4.3 (Subsidiaries and Investments) (but only to the extent related to a Material Subsidiary or a Material Investment), Section 4.7 (No Brokers or Finders), Section 4.14(d) (Employees), Section 4.15(b) (Seller’s Benefit Plans) and 4.15(e) (Seller’s Benefit Plans), which survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties indefinitely, and (iii) the representations and warranties under Section 4.17 (Taxes) and Section 4.24 (Environmental Compliance), which shall survive until barred by the applicable statute of limitations plus thirty days thereafter (such representations and warranties in this clause (iii) and, together with the representations and warranties in clauses (i) and (ii) of this Section 11.3, the “Special Representations”), the representations and warranties and covenants to be performed at or prior to the Closing contained in Section 4.20 herein shall expire on the last day of the fifteenth month following the Closing Date, except that if a claim or notice is given under Article XII with respect to any representation or warranty or covenant prior to the applicable expiration date, such representation or warranty or covenant shall continue indefinitely with respect to such claim until such claim is finally resolved. All claims for actual fraud shall survive the Closing and remain in effect hereunder until barred by the close applicable statute of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timelimitations plus thirty days thereafter.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and the Sellers or the Company contained in this Agreement shall survive the Closing solely until the eighteen month anniversary thereof; provided, that, for purposes of Article IX and the R&W Insurance Policy, such representations and warranties shall terminate at survive for the close of business on applicable survival period set forth in such policy solely with respect to the date that is 12 months after the Closing Dateavailable coverage under such policy; provided, however, that (iA) the representations and warranties contained in Sections 4.1-4.3made pursuant to Section 3.01, 4.7Section 3.02, 4.16(gSection 3.04, Section 3.06, Section 4.01(a), 4.16(h)Section 4.02, 4.21, Section 4.03(a) and Article V Section 4.25 (the “Surviving Representations”) shall survive until the fifth anniversary of the Closing and remain in effect until the expiration of the statute of limitations for written contracts; (iiB) the representations and warranties contained in Section 4.11 4.13 shall survive until the Closing third anniversary of the Closing. Other covenants and agreements of the Sellers contained herein shall survive until 30 days after performed in accordance with their terms. Notwithstanding the foregoing, if Purchaser provides notice of a claim to Sellers in accordance with the terms of this Agreement prior to the expiration of the last day on which any Tax may be validly assessed by applicable survival period set forth in this Section 9.01, then the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) the applicable representations and warranties contained in Section 4.20 warranties, covenants and/or agreements (as the case may be) shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the such claim to be evaluated (and including, to the extent reasonably possible, the amount of only until such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timeclaim has been finally resolved or adjudicated.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement the Parties made herein shall survive the Closing solely for purposes of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Datecontinue in effect until May 14, 2014; provided, however, that (i) the representations and warranties contained set forth in Sections 4.1-4.3(i) Section 2.1 (first and third sentence only) (Organization, 4.7, 4.16(gQualification), 4.16(hSection 2.2 (Subsidiaries), 4.21Section 2.3 (Capitalization), Section 2.4(a) (Authorization; Enforceability), Section 2.5(c) (Financial Statements; Indebtedness), Section 2.13(b) (Absence of Certain Changes; Distributions), Section 2.20 (Brokers, Finders), Section 3.1(b) (Authorization) and Article V Section 3.3 (Brokers, Finders) (collectively, such representations and warranties the “Fundamental Reps”) shall survive the Closing in perpetuity and remain (ii) Section 2.7 (Tax) shall continue in effect until May 14, 2015. The covenants made by the expiration of the statute of limitations for written contracts; (ii) the representations and warranties contained in Section 4.11 Parties herein shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties in accordance with their respective terms, and (iii) the representations and warranties contained if no specific term is specified, in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Dateperpetuity. Any claim for indemnification claims under this Agreement with respect to any a breach of such matters which is not a representation and warranty or covenant must be asserted by written notice containing sufficient detail as to allow within the applicable survival period contemplated by this Section 5.1, and if such written notice is given in accordance with the provisions hereof, the survival period for such representation and warranty shall continue until the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timefinally resolved.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.1-4.3, 4.7, 4.16(g), 4.16(h), 4.21, and Article V Parties made herein shall survive the Closing and remain continue in effect through and including the later of (a) the 15-month anniversary of the Closing Date and (b) March 31, 2015, except that the representations and warranties of the Company under Section 2.1 (Organization, Qualification and Power), Section 2.2 (Subsidiaries), Section 2.3 (Capitalization and Related Matters), Section 2.4 (Enforceability; Noncontravention), Section 2.8 (Taxes), Section 2.14 (Intellectual Property), Section 2.21 (Environmental Matters), Section 2.24 (Employee Benefit Matters) and the representations and warranties of the Securityholders under Section 3.1 (which are made pursuant to the Side Agreements, Letters of Transmittal and Option Cancellation Agreements) shall survive the Closing and continue in effect until the expiration of the statute all applicable statutes of limitations for written contracts; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) the representations and warranties contained in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to the matters addressed therein (including any extensions or tollings thereof). The covenants made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, in perpetuity. Any claims under this Agreement with respect to a breach of such matters which is not a representation and warranty or covenant must be asserted by written notice containing sufficient detail as to allow within the applicable survival period contemplated by this Section 8.1, and if such a notice is given, the survival period for such representation and warranty shall continue until the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timefully resolved.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement the Parties made herein shall survive the Closing solely for purposes and continue in effect until the fifteen month anniversary of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained set forth in Sections 4.1-4.3, 4.7, 4.16(g2.1 (Organization; Power; Authority), 4.16(h2.2 (Subsidiaries), 4.212.3 (Capitalization and Related Matters), 3.1 (Authorization; No Conflicts), and Article V 3.2 (Capitalization of Acquisition Subsidiary) shall survive in perpetuity. The covenants made by the Closing Parties herein shall survive in accordance with their respective terms, and remain if no specific term is specified, shall continue in effect until the expiration fifteen month anniversary of the statute of limitations for written contracts; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) the representations and warranties contained in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification claims under this Agreement with respect to any a breach of such matters which is not a representation and warranty or covenant must be asserted by written notice containing sufficient detail as to allow within the applicable survival period contemplated by this Section 7.1, and if such a notice is given, the survival period for such representation and warranty shall continue until the claim is resolved in accordance with Section 7.4. The representations and warranties set forth in Sections 2.1 (Organization; Power; Authority), 2.2 (Subsidiaries) and 2.3 (Capitalization and Related Matters) shall be referred to be evaluated (and including, to herein as the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time“Fundamental Reps.”

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and the Sellers contained in this Agreement shall survive the Closing solely for purposes until the earlier of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the date which any R&W Insurance Policy is bound and (ii) each of the following, as applicable: (A) the expiration of the applicable statute of limitations with respect to the Fundamental Representations; (B) with respect to the representations and warranties contained in Sections 4.1-4.3, 4.7, 4.16(gSection 4.15 (Taxes), 4.16(h), 4.21, and Article V shall survive the Closing and remain in effect until 60 days following the expiration of the statute of limitations for written contractsapplicable to the subject matter of such representations and warranties; (iiC) with respect to the representations and warranties contained in Section 4.11 4.13 (Employee Benefit Plans), and Section 4.18 (Environmental Laws), until the 24-month anniversary of the Closing Date; and (D) until the 12-month anniversary of the Closing Date in the case of all other representations and warranties (each, the “Survival Period”). (b) All of the covenants or other agreements contained in this Agreement shall survive the Closing Date until 30 days after the expiration first to occur of (i) the last day date on which any Tax may be validly assessed by the Internal Revenue Service such covenants and agreements have been fully performed or any Governmental Body against a Company or any of its properties fulfilled in accordance with their terms and (iii) the representations and warranties contained in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time.no

Survival of Representations and Warranties and Covenants. (a) The All of the representations and warranties of Purchaser and Sellers Seller contained in this Agreement shall survive Article III above (excluding the Closing solely for purposes of Article IX and such representations and warranties contained in Section 3.6(b) and Section 3.6(c), which shall terminate at the close of business on the date that is 12 months survive 90 days after the Closing Date; providedexpiration of the applicable statute of limitations, however, that (i) and the representations and warranties contained in Sections 4.1-4.3, 4.7, 4.16(g3.2(a) and 3.4(a), 4.16(h), 4.21, and Article V which shall survive the Closing indefinitely), and remain in effect until the expiration all of the statute representations and warranties of limitations for written contracts; the Buyer contained in Article IV above (ii) excluding the representations and warranties contained in Section 4.11 4.2(a), which shall survive the Closing until 30 days indefinitely), shall survive the Closing hereunder and continue in full force and effect for a period of eighteen (18) months thereafter (the “Survival Period”) and no Person may seek indemnification under this Article VI with respect to a breach of a representation or warranty after the expiration of the last day on which Survival Period. The Parties’ respective covenants and agreements to be performed at or after the Closing Date contained in this Agreement shall survive indefinitely unless otherwise set forth herein; provided, however, that any Tax may such survival shall not be validly assessed by deemed, directly or indirectly, to affect the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) Survival Period applicable to the representations and warranties contained in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timewarranties.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement made herein shall survive the Closing solely and continue in effect for purposes a period of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 eighteen (18) months after following the Closing Date; provided, however, that (ia) the representations and warranties contained in Sections 4.1-4.3, 4.7, 4.16(g), 4.16(h), 4.21, and Article V Fundamental Representations shall survive the Closing and remain continue in effect until the expiration of the statute of limitations for written contracts; thirty (ii30) the representations and warranties contained in Section 4.11 shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any applicable statute of its properties and limitations; (iiib) the representations and warranties contained in Section 4.20 5.7 (Tax) shall survive the Closing and remain continue in effect until thirty (30) days after the close expiration of business on the date that is applicable statute of limitations in the jurisdiction of the relevant Acquired Subsidiary; and (c) the representations contained in Section 5.11 (Intellectual Property) and Section 5.15 (Anti-Bribery Laws, Export Control) shall survive for a period of three (3) years after following the Closing Date. The covenants and other agreements made by the Parties herein shall survive in accordance with their respective terms, and if no specific term is specified, until fully performed or discharged. Any claim for indemnification claims under this Agreement with respect to any a breach of such matters which is not a representation and warranty must be asserted by written notice containing sufficient detail as to allow within the applicable survival period contemplated by this Section 11.1, and if such a notice is given, the survival period for such representation and warranty shall continue until the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timefully resolved.

Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement the Parties made herein shall survive the Closing solely for purposes and continue in effect until the one year anniversary of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained set forth in Sections 4.1-4.3, 4.7, 4.16(gSection 2.3 (Capitalization), 4.16(hSection 2.4(a) (Authorization; Enforceability), 4.21, and Article V shall survive the Closing and remain in effect until the expiration Section 2.7(c) (Liabilities of the statute Designated Entities), Section 2.16(b) (Distributions), Section 2.18 (Transactions with Related Persons), Section 2.24 (Brokers, Finders), Section 3.1 (Authorization; Enforceability), Section 3.2 (Ownership of limitations for written contracts; Shares), Section 3.3 (iiRepresentation by Counsel), Section 3.4 (Brokers, Finders), Section 4.1(b) the (Authorization) and Section 4.3 (Brokers, Finders) (collectively, such representations and warranties contained in Section 4.11 the “Fundamental Reps”) shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed in perpetuity. The covenants made by the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) the representations and warranties contained in Section 4.20 Parties herein shall survive the Closing in accordance with their respective terms, and remain if no specific term is specified, in effect until the close of business on the date that is three years after the Closing Dateperpetuity. Any claim for indemnification claims under this Agreement with respect to any a breach of such matters which is not a representation and warranty or covenant must be asserted by written notice containing sufficient detail as to allow within the applicable survival period contemplated by this Section 6.1, and if such written notice is given in accordance with the provisions hereof and the provisions of the Escrow Agreement, the survival period for such representation and warranty shall continue until the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such timefinally resolved.