Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2) shall survive the Closing and shall expire on the second (2nd) anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Date”) any Parent Indemnitee (acting in good faith) delivers to the Company a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) anniversary of the Closing Date until such time as such claim is fully and finally resolved (such final time hereinafter referred to as the “Company Indemnification Completion Date”).

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2) shall survive the Closing and shall expire on the second (2nd) first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Date”) any Parent Indemnitee (acting in good faith) delivers to the Company Stockholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) first anniversary of the Closing Date until such time as such claim is fully and finally resolved (such final time hereinafter referred to as the “Company Stockholder Indemnification Completion Date”).

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company in this Agreement (including the representations and warranties set forth in Section 2) shall survive the Closing and shall expire on the second (2nd) first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Date”) any Parent Indemnitee (acting in good faith) delivers to the Company Stockholder Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) first anniversary of the Closing Date until such time as such claim is and any potential Damages are fully and finally resolved (such final time hereinafter referred to as the “Company Stockholder Indemnification Completion Date”).

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2) shall survive the Closing and shall expire on the second first (2nd1st) anniversary of the Closing Date; provided, however, that if, at any time prior to the first (1st) anniversary of the Closing Date (the “Indemnification Representation Completion Date”) any Parent Indemnitee (acting in good faith) delivers to the Company Shareholders and Optionholders a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second first (2nd1st) anniversary of the Closing Date until such time as such claim is fully and finally resolved (such final time hereinafter referred to as the “Company Indemnification Representation Completion Date”).

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2) 2 shall survive the Closing and shall expire on the second (2nd) first anniversary of the Closing DateDate (the "TERMINATION DATE"); provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Termination Date”) , any Parent Indemnitee (acting in good faith) delivers to the Company Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company and the Company Executives set forth in Section 2 (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) anniversary of the Closing Termination Date until such time as such claim is fully and finally resolved (resolved. All representations and warranties made by Parent shall terminate and expire as of the Closing Date, and any liability of Parent with respect to such final time hereinafter referred to as the “Company Indemnification Completion Date”)representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2) shall survive the Closing and shall expire on the second (2nd) first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Date”) , any Parent Indemnitee (acting in good faith) delivers to the Company Stockholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) first anniversary of the Closing Date until such time as such claim is fully and finally resolved (resolved. All representations and warranties made by Parent and MergerSub shall terminate and expire as of the Effective Time, and any liability of Parent or MergerSub with respect to such final time hereinafter referred to as the “Company Indemnification Completion Date”)representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 22 and the representations and warranties set forth in the Officers' Closing Certificate) shall survive the Closing and shall expire on the second (2nd) first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Date”) , any Parent Indemnitee (acting in good faith) delivers to the Company Shareholders' Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) first anniversary of the Closing Date until such time as such claim is fully and finally resolved (resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such final time hereinafter referred to as the “Company Indemnification Completion Date”)representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2) (as modified by the Disclosure Schedule) shall survive the Closing and shall expire on the second (2nd) third anniversary of the Closing Date; provided, however, that if, at any time prior to the first third anniversary of the Closing Date (the “Indemnification Completion Date”) , as applicable, any Parent Indemnitee (acting in good faith) delivers to the Company Agent a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 8.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) anniversary of the Closing Date until such time as such claim is fully and finally resolved (resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent or Merger Sub with respect to such final time hereinafter referred to as the “Company Indemnification Completion Date”)representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) (i) The representations and warranties made by the Company (including the representations and warranties set forth in Section 22 and the representations set forth in the Company Compliance Certificate) shall survive the Closing and shall expire on the second (2nd) first anniversary of the Closing Date; provided, however, that if, at any time prior to the first anniversary of the Closing Date (the “Indemnification Completion Date”) , any Parent Indemnitee (acting in good faith) delivers to the Company Shareholders' Representative a written notice alleging the existence of an inaccuracy in or a breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Parent Indemnitee’s 's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 6.2 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the second (2nd) first anniversary of the Closing Date until such time as such claim is fully and finally resolved (resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire on the first anniversary of the Closing Date, and any liability of Parent or Merger Sub with respect to such final time hereinafter referred to as the “Company Indemnification Completion Date”)representations and warranties shall thereupon cease.