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

Survival of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of the Partnership in ARTICLE 2 and the Contributor in Section 1.6 and ARTICLE 3 shall survive the Closing and continue in full force and effect through and including the date that is eighteen months immediately following the Closing; provided, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained in this Agreement shall survive the Closing until fully performed. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. All Notwithstanding any right of Connecture or Sellers (whether or not exercised) to investigate the affairs of Connecture or Company, each party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other party contained in this Agreement or in any certificate delivered pursuant to Section 5.2(c) or Section 5.3(c) of this Agreement. Except as described below, all representations and warranties of the Partnership in ARTICLE 2 Connecture and the Contributor in Section 1.6 and ARTICLE 3 Sellers shall survive the Closing and continue in full force and effect through and including until the date that is eighteen months immediately following two years after the ClosingClosing Date; provided, however, that the Company’s representations and warranties in made pursuant to (a) Section 2.1 (Organization Sections 2.1, 2.2 and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) 2.3 shall survive indefinitely, and (b) Section 3.7 (Tax Matters) Sections 2.10, 2.13 and 2.21 shall survive for until 60 days after the full period expiration of all applicable statutes the statute of limitations applicable to the matters referenced therein, (giving effect c) Section 2.12, paragraph (g) of Section 2.13, and Sections 2.20, 2.23, 2.25, 2.26 and 2.28 shall survive until the date that is thirty (30) months following the Closing Date, (d) Section 2.15 shall survive until the date that is three years following the Closing Date, and (e) Sections 2.27 and 2.29 shall survive until the date that is four years following the Closing Date. With respect to any waiveralleged breach of any covenant or agreement in this Agreement or the Ancillary Agreements that are to be performed from and after the Closing, mitigation or extension thereof) plus sixty (60) days. All other all such covenants and agreements contained in this Agreement shall survive the Closing until fully performed. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolvedindefinitely.

Survival of Representations, Warranties, Covenants and Agreements. All of the The representations and warranties of the Partnership Sellers and Lufkin contained herein shall survive the Closing until and through the date that is 18 months after the Closing Date; provided, however, that (a) the representations and warranties set forth in ARTICLE 2 Sections 3.6, 4.23 and 5.5 (Liability for Fees), Section 3.7 (Status), Section 3.8 (Retained Control), Section 4.10 (Intellectual Property) and Section 4.18 (Environmental) shall survive until and through the Contributor date that is three years after the Closing Date, (b) the representations and warranties set forth in Section 1.6 4.16 (Taxes) shall survive until and ARTICLE 3 through the date that is thirty days after the expiration of the applicable statute of limitations (including extensions) for each Tax and taxable year and (c) the representations and warranties set forth in Sections 3.2, 4.3 and 5.2 (Authority; Authorization; Enforceability), Sections 3.3, 4.4 and 5.3 (No Conflicts or Violations), Section 3.5 (Title to Interests) and Section 4.2 (Capitalization) shall survive indefinitely. The covenants and agreements in this Article 7 and in Article 8 shall survive the Closing and continue shall remain in full force and effect through and including for such period as is necessary to resolve any claim made with respect to any representation, warranty, covenant or agreement contained herein during the date that is eighteen months immediately following the Closing; provided, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitelysurvival period thereof, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements of Lufkin, the Company and each of the Sellers contained in this Agreement Section 2.2(c) and Article 6 hereof shall survive the Closing until fully performed. Notwithstanding for (x) the foregoingtime period(s) set forth with respect to such covenant or agreement, or (y) if no time period is specified, without any claims asserted in good faith with reasonable specificity (to contractual limitation on the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date period of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolvedsurvival.

Survival of Representations, Warranties, Covenants and Agreements. (a) All of the representations and warranties of the Partnership in ARTICLE 2 and the Contributor in Section 1.6 and ARTICLE 3 shall survive the Closing and continue in full force and effect through and including the date that is eighteen months immediately following the Closing; provided, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements each Party contained in this Agreement shall survive and continue for a period ending on the date that is eighteen (18) months following the Closing until fully performed. Notwithstanding Date, except that (i) the foregoing, any claims asserted representations and warranties contained in good faith with reasonable specificity (to the extent known at such timeSection 3.1(a) and in writing by notice from (b) (Organization; Qualification; Authorization), Section 3.2 (Company Interests), Section 3.3(a) (No Conflicts with Organizational Documents), Section 3.7 (Brokers), Section 3.13(c) (Title to Pipelines and Personal Property), Section 3.16 (Tax Matters) (collectively, the non-breaching party to “Seller Fundamental Representations”), Section 4.1 (Organization and Qualification), Section 4.2 (Authority and Binding Effect), Section 4.3(a) (No Conflicts with Organizational Documents), and Section 4.7 (Brokers) (collectively, the breaching party prior to the expiration date of the applicable survival period “Purchaser Fundamental Representations”) shall not thereafter be barred by survive until the expiration of the relevant representation or warranty applicable statute of limitations and such claims (ii) the representations and warranties contained in Section 3.18 (Environmental Matters) shall survive until finally resolvedand continue for a period ending on the date that is four (4) years following the Closing Date (in each case, the time period set forth in this Section 7.1(a) is referred to as the “Survival Period”).

Survival of Representations, Warranties, Covenants and Agreements. All Subject to the limitations and other provisions of this Agreement, all of the representations and warranties of contained in this Agreement shall survive the Partnership Closing and remain in ARTICLE 2 full force and effect until May 17, 2025; provided that (a) the Contributor in Section 1.6 and ARTICLE 3 Fundamental Representations (other than the Tax Representations) shall survive the Closing and continue in full force and effect through and including the date that is eighteen months immediately following the Closing; provideduntil May 17, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitely2030, and (b) Section 3.7 (the Tax Matters) Representations shall survive for the Closing and continue in full period force and effect until the date that is ninety (90) days following the expiration of all the applicable statutes statute of limitations (giving effect to any waiver, mitigation limitations. None of the covenants or extension thereof) plus sixty (60) days. All other covenants and agreements contained in this Agreement shall survive the Closing until fully performedDate other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims for Losses pursuant to Section 8.02 or Section 8.03, as applicable, asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty such survival period and such claims for Losses pursuant to Section 8.02 or Section 8.03, as applicable, shall survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. All of the The representations and warranties of the Partnership Seller and Lufkin contained herein shall survive the Closing until and through the date that is 18 months after the Closing Date; provided, however, that (a) the representations and warranties set forth in ARTICLE 2 Sections 3.5, 4.24 and 5.6 (Liability for Fees), Section 3.6 (Status), Section 3.7 (Retained Control), Section 4.11 (Intellectual Property) and Section 4.19 (Environmental) shall survive until and through the Contributor date that is three years after the Closing Date, (b) the representations and warranties set forth in Section 1.6 4.17 (Taxes) shall survive until and ARTICLE 3 through the date that is thirty days after the expiration of the applicable statute of limitations (including extensions) for each Tax and taxable year and (c) the representations and warranties set forth in Sections 3.1, 4.3 and 5.2 (Authority; Authorization; Enforceability), Sections 3.2, 4.4 and 5.3 (No Conflicts or Violations), Section 3.4 (Title to Stock) and Section 4.2 (Capitalization) shall survive indefinitely. The covenants and agreements in this Article 7 and in Article 8 shall survive the Closing and continue shall remain in full force and effect through and including for such period as is necessary to resolve any claim made in accordance with Article 8 with respect to any representation, warranty, covenant or agreement contained herein during the date that is eighteen months immediately following the Closing; provided, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitelysurvival period thereof, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained set forth elsewhere in this Agreement shall survive the Closing until fully performed. Notwithstanding for (x) the foregoingtime period(s) set forth with respect to such covenant or agreement, or (y) if no time period is specified, without any claims asserted in good faith with reasonable specificity (to contractual limitation on the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date period of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolvedsurvival.

Survival of Representations, Warranties, Covenants and Agreements. All of the (a) The representations and warranties of the Partnership Parent contained in ARTICLE 2 and the Contributor in Section 1.6 and ARTICLE 3 this Agreement shall survive the Closing and continue in full force and effect through and including until the date that is eighteen (18) months immediately following the ClosingClosing Date; provided, however, that (i) the representations and warranties in (a) Section 2.1 made pursuant to Sections 3.1 (Organization and ExistenceQualification; Subsidiaries), Section 2.2 3.2 (Governing DocumentsCapitalization of the Members of the Education Group), Section 2.4 3.3 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 3.18 (Brokerage FeesBrokers) shall survive indefinitely, (ii) the representations and warranties made pursuant to Section 3.21 (b) Section 3.7 (Tax Anti-Corruption Laws; Certain Regulatory Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained in this Agreement shall survive the Closing until fully performed. Notwithstanding the foregoingeighth (8th) anniversary thereof, any claims asserted in good faith with reasonable specificity (iii) the representations and warranties made pursuant to the extent known at such timeSections 3.13(h) and (k) (Taxes) shall survive until thirty (30) days following the expiration of the applicable statutory period of limitation and (iv) the representations and warranties made pursuant to Section 3.13 (Taxes) (other than the representations made pursuant to Sections 3.13(h) and (k)) shall not survive the Closing. Written notice of a claim for indemnification must be given by Purchaser to Sellers in writing by notice from accordance with the non-breaching party to the breaching party provisions hereof prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty representations and warranties, in which case such claims claim shall survive until finally resolvedresolved or judicially determined.

Survival of Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements of the parties hereto included or provided for herein shall survive for a period of eighteen (18) months from the Closing Date (provided that such period shall be extended with respect to any breach or claim, written notice of which, in reasonable detail, is delivered to the other party within such eighteen (18) month period); PROVIDED, HOWEVER, that all representations, warranties, covenants or agreements set forth in Section 3.9 and 3.11 shall survive until the expiration of the applicable statute of limitations relating to such Taxes, taking into account any extensions of the statute of limitations pursuant to the Code or other applicable Laws relating to Taxes or pursuant to any Contract; PROVIDED FURTHER, HOWEVER, that the representations and warranties of the Partnership in ARTICLE 2 (i) Seller and the Contributor Stockholder set forth in Section 1.6 Sections 3.2, 3.3, 3.4 and ARTICLE 3 shall survive the Closing 3.17 and continue (ii) Purchaser set forth in full force Sections 4.2 and effect through and including the date that is eighteen months immediately following the Closing; provided, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) 4.3 shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained in this Agreement shall survive the Closing until fully performed. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Survival of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of the Partnership in ARTICLE 2 and the Contributor in Section 1.6 and ARTICLE 3 shall survive the Closing and continue in full force and effect through and including the date that is eighteen months immediately following the Closing; providedThe representations, that the representations and warranties in (a) Section 2.1 (Organization and Existence)warranties, Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained in this Agreement and in any document delivered in connection herewith shall survive the Closing until fully performed. Notwithstanding solely for purposes of this Article VIII and as follows: (i) the foregoing, any claims asserted representations and warranties of Principal Seller and Purchaser contained in good faith with reasonable specificity (to the extent known at such time) this Agreement and in writing by notice from any Ancillary Agreement, other than the non-breaching party to Seller Specified Representations, the breaching party prior to Purchaser Specified Representations and the expiration date of representations and warranties contained in Section 3.15, shall survive for fifteen months following the applicable survival period Closing; (ii) the Seller Specified Representations and the Purchaser Specified Representations shall not thereafter be barred by survive indefinitely; (iii) the representations and warranties contained in Section 3.15 shall survive until 60 days after the expiration of the relevant representation or warranty and such claims applicable statutes of limitation; (iv) the covenant contained in Section 5.04(b) shall survive until finally resolvedfor three years following the Closing, except that such covenant shall survive for five years following the Closing Date to the extent that it applies to trade secrets of the Acquired Business; (v) the covenant contained in Section 5.24 shall survive for two years following the Closing; (vi) the covenants contained in Sections 5.02, 5.03, 5.05 and 5.09 shall not survive the Closing and (vii) the other covenants contained in this Agreement shall survive indefinitely.

Survival of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of the Partnership set forth in ARTICLE 2 and the Contributor this Agreement or in Section 1.6 and ARTICLE 3 any Transaction Documents shall survive the Closing and continue in full force and effect through and including the date that is eighteen months immediately Date until two years following the Closing; providedClosing Date, except that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and ExistenceCorporate Power), Section 3.2 (Authority Relative to this AgreementAuthorization of Transactions), Section 3.3 3.6 (NoncontraventionAbsence of Undisclosed Liabilities), Section 3.4 3.8 (Governmental ApprovalsTitle to Properties; Assets), Section 3.9 (Taxes), Section 3.11 (Intellectual Property), Section 3.14 (Employee Benefit Plans), Section 3.15 (Affiliate Transactions), Section 3.24 (Brokers), Section 4.1 (Organization and Corporate Power) and Section 3.21 4.2 (Brokerage FeesAuthorization of Transactions) (together, the “Fundamental Representations”), shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus until sixty (60) days. All other covenants days after the expiration of the applicable statute of limitations; provided, however, that any obligations to indemnify and agreements contained hold harmless in this Agreement relation to any of foregoing shall survive not terminate with respect to any claim as to which the Closing until fully performed. Notwithstanding Person to be indemnified shall have given notice (stating the foregoing, any claims asserted in good faith with reasonable specificity (basis of the claim for indemnification) to the extent known at such timeindemnifying party in accordance with Section 5.2(d) and in writing by notice from before the non-breaching party to the breaching party prior to the expiration date termination of the applicable survival period shall not thereafter until such claim is finally resolved. All covenants and agreements set forth in this Agreement to be barred by performed after the expiration of the relevant representation or warranty and such claims Closing shall survive until finally resolvedthe Closing in accordance with their respective terms.

Survival of Representations, Warranties, Covenants and Agreements. All of the The representations and warranties of the Partnership parties contained in ARTICLE 2 and the Contributor in Section 1.6 and ARTICLE 3 shall this Agreement will survive until twenty-four (24) months after the Closing and continue in full force and effect through and including the date Date; provided that is eighteen months immediately following the Closing; provided, that (i) the representations and warranties contained in Section 3.1(i) (a) Section 2.1 (Organization and ExistenceCompliance with Laws), Section 2.2 3.1(j) (Governing DocumentsBrokers, Finders and Advisors), Section 2.4 3.1(m) (Authority Relative to this AgreementTax), Section 2.5 3.1(p) (NoncontraventionTitle to Assets), Section 2.6 3.1(x) (Government Intellectual Property) and Section 3.2(d) (Brokers, Finders and Advisors) shall survive until the later of twenty-four (24) months after the Closing Date or thirty (30) days after the expiration of the applicable statute of limitations with respect to the matters addressed in such sections, and (ii) the representations and warranties contained in Section 3.1(a) (Due Authorization; Approvals), Section 2.11 3.1(c) (Brokerage FeeOrganization and Qualification of the AH Parties), Section 3.1 3.1(f) (Organization and ExistenceOwnership of the Membership Interests), Section 3.2 3.2(a) (Authority Relative to this AgreementOrganization), Section 3.3 3.2(b) (Noncontravention), Section 3.4 (Governmental ApprovalsDue Authorization) and Section 3.21 3.2(e) (Brokerage FeesTitle to OP Units) shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for indefinitely with respect to the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained matters addressed in this Agreement shall survive the Closing until fully performedsuch sections. Notwithstanding the foregoing, any claims asserted a claim given in good faith in accordance with reasonable specificity (to the extent known at such time) and this Article 5 in writing by notice from the non-breaching party to the breaching party respect of a representation or warranty on or prior to the expiration date of on which the applicable survival period representation or warranty ceases to survive shall not thereafter be barred by the expiration of the relevant representation survival period, and may be pursued thereafter without regard to such expiration. Except as otherwise expressly provided in this Agreement, each covenant or warranty and such claims agreement set forth in this Agreement shall survive until finally resolvedwithout limit.