Common use of Expiration of Representations and Warranties Clause in Contracts

Expiration of Representations and Warranties. 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 date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(c) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits), Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) 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, (b) the representations and warranties of the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.29 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved.

Expiration of Representations and Warranties. 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 date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(c) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits), ) and Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) shall continue in full force and effect until sixty thirty (6030) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.29 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved.

Expiration of Representations and Warranties. 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 date that is the eighteen twelve (18)-month 12)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(ca) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits), Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) 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, (b) the representations and warranties of the Company as set forth each Stockholder in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), and Section 3.3 (CapitalizationPurchased Shares), and Section 3.29 (No Brokers) shall survive indefinitely, and (cb) the representations and warranties of Parent and Merger Sub as Company set forth in Section 4.20 (Tax Matters), Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 4.3 (Capitalization), and Section 4.25 (No Brokers) and (c) Buyer set forth in Section 5.1 (Organization and Power), Section 5.2 (Authorization and Enforceability), and Section 5.5 (No Brokers), Section 4.7 shall continue in full force and effect until thirty (Issuance 30) days after all applicable statutes of Stock Consideration)limitations, including, without limitation, waivers and Section 4.12 (Capitalization) shall survive indefinitely extensions, have expired with respect to the matters addressed therein (the representations and warranties referred to in clauses (a)-(ca) - (c) are collectively referred to as the “Fundamental Surviving Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilledClosing. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d9.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.19.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved.

Expiration of Representations and Warranties. ​ 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 date that is the eighteen (18)-month anniversary of the Closing Date (the “Expiration Date”), and all liability with respect to such representations and warranties shall thereupon be extinguished; provided, that (a) the representations and warranties of the Company as set forth in Section 3.8 (Relationships with Affiliates), Section 3.12 (Intellectual Property), Section 3.13(c) (Government Contracts), Section 3.15 (Environmental Matters), Section 3.19 (Employee Benefits), ) and Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) shall continue in full force and effect until sixty thirty (6030) days after all applicable statutes of limitations, including waivers and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.29 3.30 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) are collectively referred to as the “Fundamental Representations”). All of the covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as set forth in this Section 8.1, then the covenant, ​ ​ ​ agreement, representation or warranty (as applicable) that is the subject of such claim shall survive solely with respect to such claim until such claim is finally resolved.. ​

Expiration of Representations and Warranties. 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 11:59 P.M. (Eastern Pacific time) on the date that is the eighteen twelve (18)-month anniversary of 12) months following the Closing Date (the “Expiration Date”), and all liability the right of any party to seek indemnification under this Article VI with respect to such representations and warranties shall thereupon be extinguishedextinguished (except to the extent a claim for indemnification has been made prior to such time for any breach thereof); provided, that (a) the representations and warranties of Seller and the Company as Seller Interestholders set forth in Section 3.8 3.11(a)-(s) (Relationships Intellectual Property) shall not cease to be of any force or effect until the date that is twenty-four (24) months following the Closing Date, and the right of any party to seek indemnification under this Article VI with Affiliatesrespect 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) (the “IP Representations”); and provided further that Section 3.1 (Organization and Power), Section 3.12 3.2 (Intellectual PropertyCapitalization), Section 3.13(c) 3.3 (Government ContractsAuthorization and Enforceability), Section 3.15 3.4(a) (Environmental MattersNo Violation), Section 3.19 (Employee Benefits), Section 3.20 3.17 (Tax Matters), and Section 3.28 3.22 (Export Controls; SanctionsNo Brokers) 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, therein (bexcept to the extent a claim for indemnification has been made prior to such time for any breach thereof) the (such representations and warranties of Seller and the Company as set forth in Section 3.1 (Organization and Power), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), and Section 3.29 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (Capitalization) shall survive indefinitely (the representations and warranties referred to in clauses (a)-(c) Seller Interestholders are collectively referred to as the “Fundamental Representations”). All of the The covenants contained in this Agreement that by their nature are required to be performed after the Closing shall survive the Closing until fully performed or fulfilled. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(d) and such claim remains unresolved as of the expiration of the applicable survival period as agreements set forth in this Section 8.1, then the covenant, agreement, representation or warranty (as applicable) that is the subject of such claim Agreement shall survive solely with respect to such claim until such claim is finally resolvedtime as they are fully performed in accordance with the terms thereof.

Expiration of Representations and Warranties. All of the representations and warranties of the parties set forth contained 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 survive the Closing until the date that which is the later of eighteen (18)-month anniversary of 18) months after the Closing Date (or the “Expiration Date”), and all liability final determination of the Earnout Amount in accordance with respect to such representations and warranties shall thereupon be extinguishedSection 1.5; provided, however, that (a) the representations and warranties of the Company as set forth stated in Section 3.8 2.9 (Relationships with AffiliatesTaxes), Section 3.12 2.14 (Intellectual Property), Employee Benefits) and Section 3.13(c) (Government Contracts), Section 3.15 2.18 (Environmental Matters), Section 3.19 (Employee Benefits), Section 3.20 (Tax Matters), and Section 3.28 (Export Controls; Sanctions) shall continue in full force and effect survive the Closing until the date that is sixty (60) days after all the expiration of the applicable statutes statute of limitations, including waivers limitations period for any Third Party Claims upon which a breach of the applicable representation or warranty could be asserted and extensions, have expired with respect to the matters addressed therein, (b) the representations and warranties of the Company as set forth stated in Section 2.1 (Organization and Related Matters), Section 2.2 (Authorization and Enforceability), Section 2.4 (Capitalization), Section 2.11(c) (Title), Section 2.22 (Related Party Transactions), Section 2.23 (Brokers Fees and Similar Arrangements), Section 2.26 (Bulk Sales; Solvency), Section 3.1 (Organization and PowerOrganization), Section 3.2 (Authorization and Enforceability), Section 3.3 (Capitalization), ) and Section 3.29 3.4 (No Brokers) shall survive indefinitely, and (c) the representations and warranties of Parent and Merger Sub as set forth in Section 4.1 (Organization and Power), Section 4.2 (Authorization and Enforceability), Section 4.5 (No Brokers), Section 4.7 (Issuance of Stock Consideration), and Section 4.12 (CapitalizationBrokers Fees) shall survive indefinitely (each of the representations and warranties sections referred to in clauses (a)-(c) are collectively referred to as the b), a “Fundamental RepresentationsTransactional Rep”). All of indemnification obligations under Section 6.1 and Section 6.2 (other than Section 6.1(a) and Section 6.2(a) which shall survive as set forth in the covenants contained in this Agreement that by their nature are required to be performed after the Closing previous sentence) shall survive the Closing until fully performed or fulfilledindefinitely. Notwithstanding the foregoing, in the event a valid claim for indemnification has been asserted in good faith in accordance with Section 8.2(dall claims (and matters relating thereto) and such claim remains unresolved as of made prior to the expiration of the applicable survival period as set forth in this Section 8.1, then shall not thereafter be barred by the covenant, agreement, representation or warranty (as applicable) that is the subject expiration of such claim survival period and shall survive solely with respect to such claim until such claim is finally resolved.