Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. All of the representations and warranties made by each party in this Agreement or in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached to this Agreement shall survive the Closing for the period ending five (5) years after the Closing (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 and 4.24 hereof shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in any --------------------------------- certificate, schedule, exhibit, instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedule, certificate, document or list attached to this Agreement covenants and agreements of Sellers and Buyer contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 4.17, 4.21 and this Section 10.2, and all claims and causes of action with respect thereto) shall terminate upon expiration of two years after the Closing (and claims based upon or arising out of such Date. The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 and 4.24 hereof 4.17 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sectionssection. Each party hereto shall be entitled to rely upon the The representations and warranties in Section 4.21 shall survive upon expiration of four years after the other party set forth in this AgreementClosing Date. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All of the representations representations, warranties, covenants and warranties agreements made by each party in this Agreement or in any attachment, Exhibitexhibit, the Disclosure Schedule, the Buyer Disclosure Schedule, certificate, document or list attached to this Agreement delivered pursuant hereto shall survive the Closing for hereunder (even if the period ending five (5other party knew or had reason to know of any misrepresentation or breach of warranty at the time of such Closing, unless the other party expressly waives in writing any such breach at or before the time of such Closing) years after and shall continue in full force and effect until the second anniversary of the Closing (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); PROVIDEDDate, HOWEVER, except that (i) the representations and warranties set forth in Sections 4.174.1, 4.23 4.2, 5.1, 5.3, 6.1 and 4.24 hereof 6.2 shall survive the Closing and continue in full force and effect forever thereafter and the representations and warranties set forth in Sections 5.7, 5.15, 5.17 and 5.18 shall survive the Closing and continue in full force and effect until the expiration of the applicable statute of limitations (with extensionsextensions thereof), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a either party in respect of any Claim made by such party in a writing and received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the -------------------------------- Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of the Company, certificate, document or list attached to this Agreement Parent and Sub contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 5.6 and 5.22 and this Section 10.4, and all claims and causes of action with respect thereto) shall terminate upon expiration of two (2) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 5.6 and 4.24 hereof 5.22 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of the other party set forth in this AgreementSections 5.2 shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in any -------------------------------- certificate, schedule, exhibit, instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of Sellers, certificatethe Company, document or list attached to this Agreement Parent and Buyer contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. All such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 4.4, 4.16, 4.18, 4.21 and 4.22, representations and warranties giving rise to Uncapped Claims and this Section 10.2, and all claims and causes of action with respect thereto) shall terminate upon expiration of three years after the Closing (and claims based upon or arising out of such Date. The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.174.18, 4.23 4.21 and 4.24 hereof 4.22 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in any --------------------------------- certificate, schedule, exhibit, instrument or conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, warranties, covenants and agreements of Seller, Seller Stockholders, Buyer and RSC contained herein shall survive the consummation of the transactions contemplated hereby and the Closing Date, without regard to any investigation made by any of the parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (other than the provisions of Sections 4.4, 4.17, 4.22 and this Section 10.2, and all claims and causes of action with respect thereto) shall terminate upon expiration of three years after the Closing Date except that the representations and warranties made by each party in this Agreement or in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached to this Agreement Section 4.4 shall survive the Closing for the period ending five (5) years after the Closing (and claims based upon or arising out of such forever. The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 4.17 and 4.24 hereof 4.22 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the Contemplated Transactions shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedule, certificate, document or list attached to this Agreement covenants and agreement of Sellers and Buyer contained herein shall survive the Closing for consummation of the period ending five (5) years after Contemplated Transactions and the Closing (and claims based upon or arising out Date, without regard to any investigation made by any of the parties hereto. Except as provided in this sentence, all such representations and warranties may be asserted at any time before such date); PROVIDEDand covenants herein (other than Excluded Liabilities) and all claims and causes of Action with respect thereto (other than the provisions of Sections 4.11, HOWEVER, that (i4.13 and 4.19 and all Claims with respect thereto) shall terminate one year after the Closing Date. The representations and warranties set forth in Sections 4.174.11, 4.23 4.13, and 4.24 hereof 4.19 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim (as defined in Section 10.4(d)) made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in -------------------------------- the schedules hereto or in any certificate or instrument of conveyance delivered by or on behalf of the representations and warranties made by each party in respective parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the applicable parties hereunder. The representations and warranties of the parties contained herein or in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached instrument delivered pursuant to this Agreement shall shall, without regard to any investigation made by any of the parties hereto, survive the Closing Date for the a period ending five (5) years after the Closing (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); PROVIDEDeighteen months, HOWEVER, that (i) the other than those representations and warranties set forth in Sections 4.174.12, 4.23 4.13, 4.14, 4.19 and 4.24 hereof Article 5, which shall survive until the expiration Closing Date for the period of the any applicable statute of limitations (with extensionsafter giving effect to any extensions or waivers thereof), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect . Anything to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth contrary contained in this Agreement. The Agreement notwithstanding, the termination or expiration of the representations and warranties provided herein any representation or warranty or indemnification obligation under this Article 10 shall not affect the rights of a party any claims made in respect of writing by any Claim made by such party in a writing received by the other party Indemnified Party hereunder prior to the such expiration or termination. All covenants and agreements of the applicable survival period provided hereinparties contained in this Agreement shall survive the Closing Date.

Survival of Representations, Etc. All statements contained in the Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of the Company, certificateParent, document or list attached to this Agreement Shareholders and Sub contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 5.6 and 5.22 and this Section 9.3, and all claims and causes of action with respect thereto) shall terminate upon expiration of two (2) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 5.6 and 4.24 hereof 5.22 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of the other party set forth in this AgreementSections 5.2 shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All Except as otherwise provided herein, all statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached connection with the transactions contemplated hereby shall be deemed to this Agreement be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing for the period ending five (5) years after the Closing Date until (and claims based upon or arising out of such representations and warranties warranties, as well as any claims based upon or arising out of any covenants and agreements herein, may be asserted at any time before such date); PROVIDEDthe date which shall be) the date that is eighteen (18) months from the Closing Date, HOWEVER, provided that (i) the representations and warranties set forth of Company contained in Sections 4.173.1, 4.23 3.2, 3.3 and 4.24 hereof 3.5 shall survive forever, the representations of Buyer contained in Sections 4.1, 4.2 and 4.6 shall survive forever, and the representations and warranties of Company contained in Section 3.21 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to for the matters addressed covered in such sectionssection. Each party No investigation made by any of the parties hereto (whether prior to, on or after the Closing Date) shall be entitled to rely upon in any way limit the representations and warranties of the other party set forth in this Agreementparties. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made claim properly given by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the disclosure schedules or exhibits, or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedule, certificate, document or list attached to this Agreement covenants and agreements of Semotus and Citytalk contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. Except as provided in this Page 42 of 45 sentence, all such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 3.11 and 3.27 and this Section 8.12, and all claims and causes of action with respect thereto) shall terminate upon expiration of two (2) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 3.11 and 4.24 hereof 3.27 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of the other party set forth in this AgreementSections 3.5 shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All of the representations representations, warranties, covenants and warranties agreements made by each party in this Agreement or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list attached to this Agreement delivered by any such party pursuant hereto shall survive the Closing for the a period ending five (5) years after the Closing of (and claims based upon or arising out of such representations representations, warranties, covenants and warranties agreements may be asserted at any time before such date); PROVIDEDthe date which shall be) two (2) years following the Closing, HOWEVER, that (i) except with respect to the representations and warranties set forth in Sections 4.17Section 4.1 and Section 4.3, which shall survive indefinitely and the representations and warranties set forth in Section 4.23 and 4.24 hereof Section 4.28 which shall survive until thirty (30) days following the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto The Seller Parties, on the one hand, and the Acquiror Parties, on the other hand, shall be entitled to rely upon the representations and warranties of the other party Acquiror Parties or the Seller Parties, as applicable, set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other applicable party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the -------------------------------- Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of the Company, certificatethe Shareholder, document or list attached to this Agreement Parent and Wireless contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (other than the provisions of Sections 5.6, 5.22, 5.26 and this Section 10.7, and all claims and causes of action with respect thereto) shall terminate upon expiration of five (5) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.175.6, 4.23 5.22, and 4.24 hereof 5.26 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of in Sections 5.2, 6.1 and 6.2 (the other party set forth in this Agreement"Capitalization Representations") shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the -------------------------------- Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of the Company, certificatethe Majority Shareholder, document or list attached to this Agreement Parent and Sub contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 5.6, 5.22, 5.26 and this Section 10.4, and all claims and causes of action with respect thereto) shall terminate upon expiration of two (2) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.175.6, 4.23 5.22, and 4.24 hereof 5.26 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of the other party set forth in this AgreementSections 5.2, 6.1 and 6.2 shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the -------------------------------- Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of the Company, certificatethe shareholder, document or list attached to this Agreement Parent and Wireless contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (other than the provisions of Sections 5.6, 5.22, 5.26 and this Section X.4, and all claims and causes of action with respect thereto) shall terminate upon expiration of five (5) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.175.6, 4.23 5.22, and 4.24 hereof 5.26 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of in Sections 5.2, 6.1 and 6.2 (the other party set forth in this Agreement"Capitalization Representations") shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the -------------------------------- Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of the Company, certificatethe shareholder, document or list attached to this Agreement Parent and Sub contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending parties hereto. Except as provided in this sentence, all such representations and warranties and all claims and causes of action with respect thereto (other than the provisions of Sections 5.6, 5.22, 5.26 and this Section 10.2, and all claims and causes of action with respect thereto) shall terminate upon expiration of five (5) years after the Closing Date (and claims based upon or arising out of such "Expiration Date"). The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.175.6, 4.23 5.22, and 4.24 hereof 5.26 shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the The representations and warranties of in Sections 5.2, 6.1 and 6.2 (the other party set forth in this Agreement"Capitalization Representations") shall survive indefinitely. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in this Agreement, any schedule or in any certificate or instrument of conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached connection with the transactions contemplated hereby shall be deemed to this Agreement be representations and warranties by such party hereunder. The representations and warranties contained herein shall survive the Closing for the period ending five (5) years after the Closing Date for (and claims based upon or arising out of such representations and warranties warranties, as well as any claims based upon or arising out of any covenants and agreements herein or made hereunder, may be asserted at any time before such date); PROVIDEDbefore) a period of two (2) years, HOWEVER, provided that (ia) the representations and warranties set forth of the Company contained in Sections 4.173.1, 4.23 3.2, 3.3, 3.4, 3.10, 3.12 and 4.24 hereof 3.29 and of the Parent contained in Section 4.2(d) shall survive indefinitely, (b) the representations and warranties of the Company contained in Section 3.19 and 3.23 shall survive until 90 days following the expiration of the applicable statute or similar period of limitations (with extensionsthe respective "Survival Periods"). No investigation made by any of the parties hereto (whether prior to, and (iion or after the Closing Date) the representations and warranties set forth shall in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon any way limit the representations and warranties of the other party set forth parties. On the Closing Date all representations and warranties contained in this AgreementAgreement and made by the Company shall expire as to the Company and thereafter will be deemed to have been made exclusively by the Stockholders. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in any -------------------------------- certificate, schedule, exhibit, instrument or conveyance delivered by or on behalf of the representations and warranties made by each party in parties pursuant to this Agreement or in any attachmentconnection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations, Exhibitwarranties, Disclosure Schedulecovenants and agreements of Sellers, certificatethe Company, document or list attached to this Agreement Parent and Buyer contained herein shall survive the consummation of the transactions contemplated hereby and the Closing for Date, without regard to any investigation made by any of the period ending five parties hereto. All such representations and warranties and all claims and causes of action with respect thereto (5other than the provisions of Sections 4.4, 4.18, 4.21, 4.22 and this Section 10.2, and all claims and causes of action with respect thereto) shall terminate upon expiration of two years after the Closing (and claims based upon or arising out of such Date. The representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.174.18, 4.23 4.21 and 4.24 hereof 4.22 shall survive until the expiration of three years or until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity whichever occurs later, with respect to the matters addressed in such sections. Each party hereto sections and Section 4.4 shall be entitled to rely upon the representations and warranties of the other party set forth survive in this Agreementperpetuity. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All statements contained in the Disclosure Schedule or in any certificate, schedule, exhibit or instrument or conveyance delivered by or on behalf of the parties pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the parties hereunder. The representations and warranties of the Sellers, on the one hand and Buyer on the other hand contained herein and as provided in the preceding sentence shall survive the Closing Date until sixty days after the completion of the fiscal-year audit of the Target and its Subsidiaries for the second full year after the Closing Date (but shall in no event survive to a date later than April 15, 1998) PROVIDED, HOWEVER, that the representations and warranties made by each party contained in this Agreement Section 4.19 and 4.21 shall continue to survive until sixty days after the expiration of the applicable limitation periods, or, with respect to Section 4.19, the applicable reassessment periods, (giving effect to any waiver, tolling or extension thereof) and that the representations and warranties contained in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached Section 4.27 shall continue to this Agreement shall survive the Closing for the period ending five until four (54) years after the Closing (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); PROVIDED, HOWEVER, that (i) the representations and warranties set forth in Sections 4.17, 4.23 and 4.24 hereof shall survive until the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto shall be entitled to rely upon the representations and warranties of the other party set forth in this AgreementDate. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. (a) All of the representations representations, warranties, covenants and warranties agreements made by each party in this Agreement or in any attachment, Exhibit, the Disclosure Schedule, certificate, document or list attached to this Agreement delivered by any such party pursuant hereto shall survive the Closing for the a period ending five (5) years after the Closing of (and claims based upon or arising out of such representations representations, warranties, covenants and warranties agreements may be asserted at any time before such date); PROVIDEDthe date which shall be) eighteen (18) months following the Closing, HOWEVER, that (i) except with respect to the representations and warranties set forth in Sections 4.17Section 4.1 and Section 4.3, which shall survive indefinitely and the representations and warranties set forth in Section 4.20, Section 4.23 and 4.24 hereof Section 4.28 which shall survive until thirty (30) days following the expiration of the applicable statute of limitations (with extensions), and (ii) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto Seller, on the one hand, and Acquiror, on the other hand, shall be entitled to rely upon the representations and warranties of Acquiror or the other party Seller Parties, as applicable, set forth in this Agreement. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other applicable party prior to the expiration of the applicable survival period provided herein.

Survival of Representations, Etc. All The representations, warranties, covenants and agreements of the representations Transferors and warranties made by each party in this Agreement or in any attachment, Exhibit, Disclosure Schedule, certificate, document or list attached to this Agreement TSR Wireless contained herein shall survive the Closing Date for the period ending five set forth in this Section 14.2: (5i) all such representations and warranties and all claims and causes of action with respect thereto shall terminate upon expiration of two (2) years after the Closing (and claims based upon or arising out of such representations and warranties may be asserted at any time before such date); PROVIDEDDate, HOWEVER, except that (i) the representations and warranties set forth in Sections 4.175.1, 4.23 6.1 and 4.24 hereof 7.1 (Organization), 5.2, 6.2 and 7.2 (Authorization) 5.13 and 6.13 (Regulatory Matters) and 5.18 and 6.18 (No Brokers) and all claims and causes of action with respect thereto shall survive indefinitely and the representations and warranties in Sections 5.21 and 6.21 (Environmental Matters) and 5.22 and 6.22 (Tax Matters), and all claims and causes of action with respect thereto shall survive until the expiration of the applicable statute of limitations (with extensions)) (including, and (iiin the case of any Taxes, the statute of limitations, as such may be extended, in respect of the collection of any Tax) the representations and warranties set forth in Section 4.1.2 shall survive in perpetuity with respect to the matters addressed in such sections. Each party hereto Sections; and (ii) each such covenant and agreement shall be entitled to rely upon survive the representations Closing and warranties of the other party set forth remain in this Agreementfull force and effect unless otherwise limited by its terms. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any Claim made by such party in a writing received by the other party prior to the expiration of the applicable survival period provided herein.