Common use of Expiration of Representations and Warranties Clause in Contracts

Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the Parties set forth in this Agreement shall survive the Closing and continue for eighteen (18) months following the Closing Date (the “Expiration Date”); provided, however, that any such representation, warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for indemnification under this Section 6(a) based on such representation, warranty, covenant or agreement in the event a Claim Notice with respect to such claim has been delivered to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreements.

Expiration of Representations and Warranties. Except for None of the respective representations and warranties of Parent and Buyer contained in this Agreement or in any certificate or other document delivered pursuant hereto on or prior to the Closing Date shall survive the Closing, except that: (a) the representations and warranties as to the matters set forth in Section 3.1 and as to Parent’s compliance with its obligations and covenants to be performed or complied with prior to the Closing under Article 4 that Parent makes on the date of this Agreement and at the Closing, by delivering the certificate described in Section 6.1 (the “Surviving Representations”), shall survive the Closing until the date that is eighteen (18) months after the Closing Date, provided that (i) the covenants representations and agreements of warranties set forth in Sections 3.1(b), 3.1(c) and 3.1(d) shall survive the Parties to be performed following the ClosingClosing indefinitely, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F3.1(g) and 3.1(q) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely any claims under ERISA filed with respect to a Retiree Health Plan or a Parent Pension Plan) shall survive the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), Closing until the underlying obligation is time barred by the applicable statute of limitations and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the Parties set forth in this Agreement Section 3.1(m) shall survive the Closing until the date that is thirty six (36) months after the Closing Date; and (b) the representations and continue for warranties as to the matters set forth in Section 3.2 and as to Buyer’s compliance with its obligations and covenants to be performed or complied with prior to the Closing under Article 4 that Buyer makes on the date of this Agreement and at the Closing, by delivering the certificate described in Section 7.1, shall survive the Closing until the date that is eighteen (18) months following after the Closing Date (the “Expiration Date”); provided, however, that any such representation, warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for indemnification under this Section 6(a) based on such representation, warranty, covenant or agreement in the event a Claim Notice with respect to such claim has been delivered to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreements.

Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all All of the representations and warranties of the Parties parties set forth in this Agreement shall survive terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. Eastern Time on the Closing and continue for eighteen date that is the one (181) months following year anniversary of the Closing Date (the “Expiration Indemnity Escrow Release Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided, howeverthat the representations and warranties of (a) the Company set forth in Section 3.1(a) (Organization and Power), that any such representationSection 3.2 (Authorization and Enforceability), warrantySection 3.3 (Capitalization of the Company and Its Subsidiaries), covenant or agreement Section 3.4(a) (No Violation) Section 3.19 (Tax Matters) and Section 3.25 (No Brokers) and (b) the Shareholders in Section 4.1 (Title to Equity Securities; Organization and Power); Section 4.2 (Authorization and Enforceability), Section 4.3(a) (No Violation) and Section 4.5 (No Brokers) shall in each case in (a) and (b) above survive beyond fifteen (15) years (the applicable date specified herein representations and warranties of the Company and the Shareholders referred to in this proviso are collectively referred to as the “Surviving Representations”). Notwithstanding anything to the contrary set forth herein, (i) if a claim for indemnification with respect to any claim for indemnification under of the representations and warranties has been made in accordance with this ARTICLE VIII prior to the expiration of the applicable survival period set forth in this Section 6(a) based on such representation8.1, warranty, covenant or agreement in then the event a Claim Notice indemnification obligation with respect to such claim has been delivered to shall not be terminated hereunder and the applicable Indemnitor on or prior shall continue to the Expiration Date. Following the Expiration Date or have obligations as to such later date expressly stipulated in this Section 6(aindemnification claim until such indemnification claim is fully and finally resolved and (ii) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section each party hereto shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreementsuntil fully discharged.

Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all All of the representations and warranties of the Parties parties set forth in this Agreement shall survive terminate and expire, and shall cease to be of any force or effect, at 11:59 p.m. Eastern time on the date that is twelve (12) months following the Closing Date, and the right of any party to seek indemnification under this Article V with respect to such representations and warranties shall thereupon be extinguished (except to the extent written notice of a claim for indemnification has been made pursuant to Section 5.2(c) prior to such time for any breach thereof); provided that, the representations and warranties of Seller set forth in (a) Section 2.16 (Tax Matters) (the “Tax Representations”) shall continue in full force and effect until sixty (60) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein (except to the extent written notice of a claim for eighteen indemnification has been made pursuant to Section 5.2(c) prior to such time for any breach thereof), and (18b) months Section 2.1 (Organization and Power), Section 2.2 (No Subsidiaries), Section 2.3 (Authorization and Enforceability), Section 2.9(b) (Assets), Section 2.20 (No Brokers) and Section 2.21 (Solvency; No Fraudulent Conveyance) shall survive until 11:59 p.m. Eastern time on the date that is five (5) years following the Closing Date (the representations and warranties of Seller referred to in clause (b) are collectively referred to as the “Expiration DateFundamental Representations”); provided, however, that any . The date until which each representation or warranty survives shall be referred to as the “Survival Date” for such representation, representation or warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for indemnification under this Section 6(a) based on such representation, warranty, covenant or agreement in the event a Claim Notice with respect to such claim has been delivered to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated Notwithstanding anything in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply 5.1 to the contrary, (i) if, at any time prior to 11:59 p.m. Eastern time on the applicable Survival Date, notice is delivered alleging Losses and a claim for recovery under Section 5.2(c), then the claim asserted in such notice shall survive the applicable Survival Date until such claim is fully and finally resolved and (ii) claims relating to Fraud shall survive indefinitely. The covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement Agreement, any Ancillary Document or in any certificate or other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing instrument delivered pursuant to this Section Agreement or any Ancillary Document shall survive until such time as they are fully performed in accordance with the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreementsterms thereof.

Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all All of the representations and warranties of the Parties parties set forth in this Agreement shall survive terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the Closing and continue for eighteen (18) months following date that is the 12 month anniversary of the Closing Date (the foregoing time period and any of the following time periods each a “Expiration DateSurvival Period”); provided, however, that any such representation, warranty, covenant or agreement shall survive beyond the applicable date specified herein with respect to any claim for and all liability and indemnification under this Section 6(a) based on such representation, warranty, covenant or agreement in the event a Claim Notice obligations with respect to such claim has been delivered to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein representations and warranties shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement thereupon be extinguished (or its successors or assigns as permitted herein); provided, however, that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions set forth in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing except to the extent necessary to give operative effect a claim for indemnification has been made prior to such surviving representationstime for any breach thereof); provided that (i) the applicable Survival Period for the representations and warranties contained in Section 3.18 (Taxes and Tax Matters) shall be period beginning on the Closing Date and ending on the 30th day following the expiration of the applicable statue of limitations for the collection of the applicable Tax, warranties(ii) the applicable Survival Period for the representations and warranties contained in Section 3.3 (Capitalization of Each Company) shall be the period beginning on the Closing Date and ending on the 180th day after the expiration of the statutory limitations period applicable thereto, covenants and agreements(iii) the applicable Survival Period for the Fundamental Representations (other than the representations and warranties contained in Section 3.3) shall be the period beginning on the Closing Date and ending on the 27 month anniversary of the Closing Date.

Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the All representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the Parties set forth contained in this Agreement shall survive the Closing and continue for eighteen until the date which is one (181) months following year after the Closing Date (the “Expiration DateGeneral Survival Period”); provided, howeversubject to Section 7.5. All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, that any (ii) such representation, warranty, covenant or agreement shall survive beyond being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the applicable party entitled to such performance, or (iii) the date specified herein that is one (1) year following the Closing Date (provided, that solely with respect to any claim the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2 shall survive indefinitely. Each Party’s indemnification under obligations pursuant to this Section 6(a) based on such representation, warranty, covenant or agreement in ARTICLE VII shall terminate at the event a Claim Notice with respect to such claim has been delivered to expiration of the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein)Survival Period; provided, however, that the foregoing Survival Period shall not apply affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the covenants and agreements expiration date of the parties to applicable Survival Period, and any such claim may thereafter be performed following the Closing. In addition, the definitions set forth pursued until such claim is resolved in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreementsfull.

Expiration of Representations and Warranties. Except for All of the representations and warranties of the parties set forth in this Agreement shall terminate and expire, and shall cease to be of any force or effect, at 5:00 P.M. (Eastern time) on the earlier of (i) the covenants date that is eighteen (18) months following the Closing and agreements of the Parties to be performed (ii) April 15, 2016, but in no event less than twelve (12) months following the Closing, and all liability and indemnification obligations with respect to such representations and warranties shall thereupon be extinguished (ii) except to the extent a valid claim for indemnification asserted in good faith has been made prior to such time for any breach thereof, in which case the applicable representation or warranty shall survive until such valid claim is resolved); provided that the representations and warranties set forth in Sections 3(a)(i)(A3.1 (Organization and Power), 3(a)(i)(B3.2 (Authorization and Enforceability), 3(a)(i)(F) 3.3 (solely with respect to Capitalization of the first two sentences thereofCompany and the Other Outdoor Group Entities), 3(a)(i)(G3.4 (No Violation), 3(a)(ii)(A) 3.18 (solely with respect to the first three sentences thereof), 3(a)(ii)(BTaxes and Tax Matters) and 3(a)(ii)(C)(13.21 (No Brokers) (collectively, the “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all until the expiration of the representations and warranties applicable statute of limitations. None of the Parties set forth covenants or other agreements contained in this Agreement shall survive the Closing and continue for eighteen (18) months following Date other than those which by their terms contemplate performance after the Closing Date (the “Expiration Date”); provided, however, that any and each such representation, warranty, surviving covenant or and agreement shall survive beyond the Closing for the period contemplated by its terms. It is the express intent of the parties that, if the applicable date specified herein with respect to any claim survival period for indemnification under a representation or warranty as contemplated by this Section 6(a) based on 9.1 is shorter than the statute of limitations period that would otherwise have been applicable to such representation, representation or warranty, covenant or agreement in then by virtue of this Agreement, the event a Claim Notice applicable statute of limitations period with respect to such claim has been delivered representation or warranty shall be reduced to the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in shortened survival period contemplated by this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein); provided, however, 9.1. The parties further acknowledge that the foregoing shall not apply to the covenants and agreements of the parties to be performed following the Closing. In addition, the definitions time periods set forth in this Agreement or in any other provision Section 9.1 for the assertion of claims under this Agreement which are used in the representations, warranties, covenants result of arms’-length negotiation among the parties and agreements which survive that they intend for the Closing pursuant time periods to this Section shall survive be enforced as agreed among the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreementsparties.

Expiration of Representations and Warranties. Except for (i) the covenants and agreements of the Parties to be performed following the Closing, (ii) the All representations and warranties set forth in Sections 3(a)(i)(A), 3(a)(i)(B), 3(a)(i)(F) (solely with respect to the first two sentences thereof), 3(a)(i)(G), 3(a)(ii)(A) (solely with respect to the first three sentences thereof), 3(a)(ii)(B) and 3(a)(ii)(C)(1) (collectively, “Fundamental Representations”), and (iii) claims involving fraud, which, in each case, shall survive indefinitely except as otherwise set forth in such covenants and agreements, all of the representations and warranties of the Parties set forth contained in this Agreement shall survive the Closing and continue for eighteen until the date which is one (181) months following year after the Closing Date (the “Expiration DateGeneral Survival Period”); provided, howeversubject to Section 7.5(c). All of the covenants and agreements and related indemnification obligations under Section 7.1 and Section 7.2 (other than Section 7.1(a) and Section 7.2(a) which shall survive as set forth in the previous sentence) shall survive the Closing until the first to occur of (i) the expiration by their terms of the obligations of the applicable Party under such covenant or agreement, that any (ii) such representation, warranty, covenant or agreement shall survive beyond being fully performed or fulfilled, unless non-compliance with such covenants or agreements is expressly waived in writing by the applicable party entitled to such performance, or (iii) the date specified herein that is one (1) year following the Closing Date (provided, that solely with respect to any claim the covenant set forth in Section 5.4, the time period set forth in this clause (iii) shall be forty-two (42) months) (the “Covenant Survival Period” and, together with the General Survival Period, as applicable, the “Survival Period”). Notwithstanding the foregoing, the covenants and agreements set forth in: (a) Section 5.1 and Section 5.4 shall survive for three (3) years following the Closing Date; (b) Section 5.3 shall survive for five (5) years following the Closing Date; and (c) Section 5.2, Section 5.8 and Section 5.10 shall survive indefinitely. Each Party’s indemnification under obligations pursuant to this Section 6(a) based on such representation, warranty, covenant or agreement in ARTICLE VII shall terminate at the event a Claim Notice with respect to such claim has been delivered to expiration of the applicable Indemnitor on or prior to the Expiration Date. Following the Expiration Date or such later date expressly stipulated in this Section 6(a) for the survival thereof, no representation, warranty, covenant or agreement made herein shall form the basis for or give rise to any claim, demand, cause of action, counterclaim, defense, damage, indemnity, obligation or liability which is asserted, claimed, made or filed by a party to this Agreement (or its successors or assigns as permitted herein)Survival Period; provided, however, that the foregoing Survival Period shall not apply affect the Parties’ rights and obligations with respect to any claim thereunder (a) if written notice of a breach thereof is made in accordance with this ARTICLE VII and Section 9.6 on or prior to 11:59 p.m. Central Time on the expiration date of the applicable Survival Period and (b) such claim is made in respect of Losses incurred prior to the covenants and agreements expiration date of the parties to applicable Survival Period, and any such claim may thereafter be performed following the Closing. In addition, the definitions set forth pursued until such claim is resolved in this Agreement or in any other provision of this Agreement which are used in the representations, warranties, covenants and agreements which survive the Closing pursuant to this Section shall survive the Closing to the extent necessary to give operative effect to such surviving representations, warranties, covenants and agreementsfull.