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No Representations
No Representations contract clause examples

The representations and warranties of Buyer contained in this Agreement (whether or not contained in Article 5), other than the representations and warranties set forth in [Section 5.1] (Organization), [Section 5.2] (Authority) and [Section 5.4] (Brokers) (the “Buyer Fundamental Representations”), shall survive the Closing until the General Survival Expiration Date at which time such representations shall terminate and thereafter be of no force and effect. The Buyer Fundamental Representations shall survive the Closing indefinitely.

The representations and warranties of the Company and the Sellers contained in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other than the representations and warranties set forth in # [Section 3.1] (Organization and Qualification; Subsidiaries), [Section 3.2] (Capitalization of the Group Companies), [Section 3.3] (Authority), [Section 3.17] (Brokers), and [Section 3.19] (Transactions with Affiliates) (the “Company Fundamental Representations”), # [Section 4.1] (Organization), [Section 4.2] (Authority), [Section 4.4] (Title to the Units) and [Section 4.6] (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and # [Section 3.16] (Tax Matters), shall survive the Closing for a period of fifteen (15) months (the “General Survival Expiration Date”) at which time such representations shall terminate and thereafter be of no force and effect. The Seller Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in [Section 3.16] (Tax Matters) shall survive until the earlier of # the three-year anniversary of the Closing and # the expiration of the R&W Insurance for applicable Tax matters.

The respective representations and warranties of Seller and of [[Buyer:Organization]] contained in this Agreement shall, without regard to any investigation made by any party, survive the Closing Date for a period ending eighteen (18) months after the Closing Date; provided, however, that # the representations and warranties contained in Sections 3.1, 3.2, 3.4, 4.1, 5.1, 5.2, and 5.7 shall survive the Closing Date indefinitely and # the representations and warranties contained in Section 4.8 and the provisions of Article X shall survive until the date that is ninety (90) days following expiration of the applicable statute of limitations (including any extensions thereof). The covenants and agreements that by their terms do not contemplate performance after the Closing Date shall terminate at Closing. The covenants and agreements that by their terms contemplate performance after the Closing Date shall survive the Closing in accordance with their respective terms until such covenant or agreement has been performed. The applicable survival period set forth above for each such covenant, agreement, representation or warranty is referred to herein as the “Survival Period”.

Survival of Representations and Warranties. All representations and warranties made by the Sellers or the Buyer in this Agreement, including without limitation all representations and warranties made in any Exhibit or Schedule hereto or certificate delivered hereunder, shall survive the Closing until two (2) years from the Closing Date (the “Survival Date”); provided, however, that all representations and warranties made by the Sellers in [Sections 4(a)(x) and (xxi)])], and by the Buyer in [Section 5(h)] hereof shall survive the Closing until the expiration of the applicable statute of limitations (the “Extended Survival Date”).

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