Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by Cellatope in this Agreement (including the Cellatope Disclosure Schedule), Cellatope Compliance Certificate or in the certificate provided pursuant to Section 7.5(vi) shall survive the Closing and expire at the termination of the Escrow Claim Period; provided, however, that (A) if, at any time prior to the end of the Escrow Claim Period, any Cypress Indemnitee delivers to Cellatope a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope for which the Escrow Claim Period has not expired (and setting forth in reasonable detail the basis for such Cypress Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Claim Period until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved; and (B) the representations and warranties in Section 3.5 (Intellectual Property) shall survive until the earlier of the payment of the Milestone Consideration or the Holdback Payment Date; provided, however, that if, at any time prior to the earlier of the payment of the Milestone Consideration or the Holdback Payment Date, any Cypress Indemnitee delivers to Cellatope a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope in Section 3.5 (Intellectual Property) (and setting forth in reasonable detail the basis for such Cypress Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the earlier of the payment of the Milestone Consideration or the Holdback Payment Date until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved. All representations and warranties made by Cypress shall survive the Closing and expire at the termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.

Survival of Representations, Etc. (a) The Subject to limitations set forth herein, the representations and warranties made by Cellatope the Company in this Agreement (including the Cellatope Disclosure Schedule), Cellatope Compliance Certificate or representations and warranties set forth in Section 2 and the representations and warranties set forth in the certificate provided pursuant to Section 7.5(viCompany Closing Certificate) shall survive the Closing and shall expire at on the termination earlier of the Escrow Claim Perioddate (the “Company Expiration Date”) that is (i) the eighteenth month anniversary of the Closing Date and (ii) the fourth month anniversary of the closing of a Qualified IPO; provided, however, that (A) if, at any time prior to the end of the Escrow Claim PeriodCompany Expiration Date, any Cypress Parent Indemnitee (acting in good faith) delivers to Cellatope the Stockholders’ Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope for which the Escrow Claim Period has not expired Company (and setting forth in reasonable detail the basis for such Cypress Parent Indemnitee’s belief that such an inaccuracy or breach may existexists) and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Claim Period Company Expiration Date until such time as such claim is fully and finally resolved, for the sole purpose of remaining . The representations and warranties made by Parent or Merger Sub in effect in order to permit such claim to be fully and finally resolved; and this Agreement (B) including the representations and warranties set forth in Section 3.5 (Intellectual Property3) shall survive until the Closing and shall expire on the earlier of the payment date (the “Parent Expiration Date”) that is (i) the eighteenth month anniversary of the Milestone Consideration or Closing Date anniversary of the Holdback Payment DateClosing Date and (ii) the date of the closing of a Qualified IPO; provided, however, that if, at any time prior to the earlier of the payment of the Milestone Consideration or the Holdback Payment Parent Expiration Date, any Cypress Indemnitee the Stockholders’ Representative (acting in good faith) delivers to Cellatope Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope in Section 3.5 (Intellectual Property) Parent or Merger Sub (and setting forth in reasonable detail the basis for such Cypress Indemniteethe Stockholders’ Representative’s belief that such an inaccuracy or breach may existexists) and asserting a claim for recovery under Section 9.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the earlier of the payment of the Milestone Consideration or the Holdback Payment Parent Expiration Date until such time as such claim is fully and finally resolved. The agreements, for covenants and other obligations of the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved. All representations and warranties made by Cypress parties hereto shall survive the Closing and expire at the termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained Effective Time in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance accordance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationstheir respective terms.

Survival of Representations, Etc. (a) The representations and warranties made by Cellatope in this Agreement the Company (including the Cellatope Disclosure Schedule), Cellatope Compliance Certificate or representations and warranties set forth in the certificate provided pursuant to Section 7.5(vi2) shall survive the Closing and shall expire at on the termination first anniversary of the Escrow Claim PeriodClosing Date; provided, however, that (A) if, at any time prior to the end first anniversary of the Escrow Claim PeriodClosing Date, any Cypress Indemnitee (acting in good faith) delivers to Cellatope the Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope for which the Escrow Claim Period has not expired Company (and setting forth in reasonable detail the basis for such Cypress Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 7.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end first anniversary of the Escrow Claim Period Closing until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully . The representations and finally resolved; warranties made by Parent and Merger Sub (B) including the representations and warranties set forth in Section 3.5 (Intellectual Property3) shall survive until the earlier Closing and shall expire on the first anniversary of the payment of the Milestone Consideration or the Holdback Payment Closing Date; provided, however, that if, at any time prior to the earlier first anniversary of the payment of the Milestone Consideration or the Holdback Payment Closing Date, any Cypress Indemnitee the Agent (acting in good faith) delivers to Cellatope Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope in Section 3.5 (Intellectual Property) Parent and Merger Sub (and setting forth in reasonable detail the basis for such Cypress Indemnitee’s the Agent's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the earlier first anniversary of the payment of the Milestone Consideration or the Holdback Payment Date Closing until such time as such claim is fully and finally resolved. Notwithstanding the preceding sentence, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved. All representations and warranties made by Cypress of Parent and Merger Sub set forth in Sections 3.1 and 3.6 shall survive the Closing terminate and expire at the termination Closing and any liability of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained in this Agreement Parent or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance Merger Sub with such covenants, agreements or obligations is waived in writing by the party or parties entitled respect to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitationsrepresentations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by Cellatope the Company in this Agreement (including and in each of the Cellatope Disclosure Schedule)other agreements, Cellatope Compliance Certificate certificates and instruments delivered to Parent pursuant to or in connection with the certificate provided pursuant to Section 7.5(vi) transactions contemplated by this Agreement shall survive the Closing and expire at shall expire, together with the termination of Parent Indemnitees' right to seek indemnification for breaches thereto pursuant to this Article X, on the Escrow Claim Perioddate which is nine (9) months following the Closing Date (the "Stockholder Expiration Date"); provided, however, that (A) if, at any time prior to the end of the Escrow Claim PeriodStockholder Expiration Date, any Cypress Parent Indemnitee (acting in good faith) delivers to Cellatope the Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope for which the Escrow Claim Period has not expired Company (and setting forth in reasonable detail the basis for such Cypress Parent Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end of the Escrow Claim Period applicable Stockholder Expiration Date until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved; and (B) the . The representations and warranties in Section 3.5 (Intellectual Property) made by Parent and Merger Sub shall survive until the earlier of Closing and shall expire, together with the payment of Stockholder Indemnitees' right to seek indemnification for breaches thereto pursuant to this Article X, on the Milestone Consideration or date which is nine (9) months following the Holdback Payment Closing Date (the "Parent Expiration Date"); provided, however, that if, at any time prior to the earlier of the payment of the Milestone Consideration or the Holdback Payment Parent Expiration Date, any Cypress Stockholder Indemnitee (acting in good faith) delivers to Cellatope Parent a written notice alleging the existence of an any inaccuracy in or a breach of any of the representations and warranties made by Cellatope in Section 3.5 (Intellectual Property) Parent and Merger Sub (and setting forth in reasonable detail the basis for such Cypress Stockholder Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.3 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the earlier of the payment of the Milestone Consideration or the Holdback Payment applicable Parent Expiration Date until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved. All representations and warranties made by Cypress shall survive the Closing and expire at the termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.

Survival of Representations, Etc. (a) The representations and warranties made by Cellatope in this Agreement the Company and the Shareholders (including the Cellatope Disclosure Schedule), Cellatope Compliance Certificate or representations and warranties set forth in Section 2 and the representations and warranties set forth in the certificate provided pursuant to Section 7.5(viClosing Certificate) shall survive the Closing and shall expire at on the termination first anniversary of the Escrow Claim PeriodClosing Date; provided, however, that (A) if, at any time prior to the end first anniversary of the Escrow Claim PeriodClosing Date, any Cypress Indemnitee (acting in good faith) delivers to Cellatope the Shareholders' Agent (as defined in Section 11.1 below) a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope for which the Escrow Claim Period has not expired Company and the Shareholders (and setting forth in reasonable detail the basis for such Cypress Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 10.2 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the end first anniversary of the Escrow Claim Period Closing until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved; and (B) the . All representations and warranties in Section 3.5 (Intellectual Property) made by Parent shall survive until the earlier Closing and shall expire on the first anniversary of the payment of the Milestone Consideration or the Holdback Payment Closing Date; , provided, however, that if, at any time prior to the earlier first anniversary of the payment of the Milestone Consideration or the Holdback Payment Closing Date, any Cypress Indemnitee Shareholder (acting in good faith) delivers to Cellatope the Parent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by Cellatope in Section 3.5 (Intellectual Property) the Parent (and setting forth in reasonable detail the basis for such Cypress Indemnitee’s Shareholder's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the representation or warranty underlying the claim asserted in such notice shall survive the earlier first anniversary of the payment of the Milestone Consideration or the Holdback Payment Date Closing until such time as such claim is fully and finally resolved, for the sole purpose of remaining in effect in order to permit such claim to be fully and finally resolved. All representations and warranties made by Cypress shall survive the Closing and expire at the termination of the Escrow Claim Period. All of the covenants, agreements and obligations of the parties contained in this Agreement or any other document, certificate, schedule or instrument delivered or executed in connection herewith shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.