Common use of Survival of Representations, Etc Clause in Contracts

Survival of Representations, Etc. (a) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) a written notice alleging the existence of a material inaccuracy in or a material breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally 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 representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Designated Shareholders (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company's Closing Certificate and the Designated Shareholders' Closing Certificate) shall survive the Closing and shall expire on the first six month anniversary of the Closing Date; PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first six month anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) Designated Shareholders a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company Designated Shareholders (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first six month anniversary of the Closing until such time as such claim is fully and finally resolved. All The representations and warranties made by Parent and Merger Sub shall terminate and expire as of (including the Effective Time, and any liability of Parent or Merger Sub with respect to such representations and warranties set forth in Section 3) shall thereupon ceasesurvive the Closing and shall expire on the six month anniversary of the Closing Date.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Designated Stockholders (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Designated Stockholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) Stockholders' Agent a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company or Designated Stockholders (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent TTIS and Merger Sub shall terminate and expire as of the Effective Time, and any liability of Parent TTIS or Merger Sub with respect to such representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Designated Shareholders (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Designated Shareholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) Designated Shareholders a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company Designated Shareholders (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally 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 representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company and the Signing Shareholder (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing CertificateCertificates) shall survive the Closing and shall expire on the first nine (9) month anniversary of the Closing Date; PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first nine (9) month anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) and the Escrow Agent a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first nine (9) month anniversary of the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub shall terminate and expire as of the Effective Timenine (9) month anniversary of the Closing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Company's Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; PROVIDED, HOWEVER, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors Stockholders' Agent (as defined in Section 10.1 below) a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. All The representations and warranties made by Parent and Merger Sub in Section 3 hereof shall terminate survive the Closing and shall expire as on the first anniversary of the Effective TimeClosing Date, and any liability of Parent or Merger Sub with respect to such representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Shareholders (including the representations and warranties set forth in Section Sections 2 and 3 and the representations and warranties set forth in the Shareholders' Closing Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) Agent a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company Shareholders (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting 44. a claim for recovery under Section 9.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally 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 representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Certificate) and the covenants set forth in Sections 4 and 5 hereof shall survive the Closing and shall expire on the first anniversary of eighteen months after the Closing Date; PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of eighteen months after the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors Escrow Agent and Shareholder's Agent (as defined belowin Section 12.4 herein) a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee's belief that such an inaccuracy or breach may exist) and asserting a claim for recovery under Section 9.2 10.2 based on such alleged inaccuracy or breach, then the claim asserted in such notice shall survive the first anniversary of eighteen months after the Closing until such time as such claim is fully and finally resolved. All representations and warranties made by Parent and Merger Sub and the covenants set forth in Sections 6 and 7 hereof shall terminate survive the Closing and shall expire as of eighteen months after the Effective Time, and Closing Date at which time any liability of Parent or Merger Sub with respect to such representations representations, warranties, and warranties covenants shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company (including the representations and warranties set forth in Section 2 and the representations and warranties set forth in the Closing Company Compliance Certificate) shall survive the Closing and shall expire on the first anniversary of the Closing Date; PROVIDED, HOWEVER, that the representations set forth in Sections 2.14 and 2.15 shall survive until expiration of applicable statutes of limitations and provided further that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) Company Stockholders' Representative a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company (and setting forth in reasonable detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally 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 representations and warranties shall thereupon cease.

Survival of Representations, Etc. (a) The representations and warranties made by the Company Designated Shareholders and Mr. Chanin (including the representations reprxxxxxxxxxxs and warranties set forth in Section 2 and the representations and warranties set forth in the Closing CertificateCertificate of the Designated Shareholders' and Mr. Chanin) shall survive the Closing Xxxxxxx and except for Section 2.3, shall expire on the first anniversary of the Closing Date; PROVIDEDprovided, HOWEVERhowever, that if, at any time prior to the first anniversary of the Closing Date, any Indemnitee (acting in good faith) delivers to any of the Indemnitors (as defined below) Designated Shareholders a written notice alleging the existence of a material an inaccuracy in or a material breach of any of the representations and warranties made by the Company Designated Shareholders and Mr. Chanin (and setting forth in reasonable xxxxxxxxle detail the basis for such Indemnitee'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 claim asserted in such notice shall survive the first anniversary of the Closing until such time as such claim is fully and finally resolved. The representations and warranties set forth in Section 2.3 shall survive indefinitely. All representations and warranties made by Parent and Merger Sub Sub, except for those representations and warranties set forth in Section 3.1 and 3.4, shall terminate and expire as on the first anniversary of the Effective Time, and any liability of Parent or Merger Sub with respect to such Closing Date. The representations and warranties contained in Section 3.1 and 3.4 shall thereupon ceasesurvive indefinitely.