Survival. Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Parent, the Company and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties of the Company Group contained in Article 3 (other than the Fundamental Representations) and of the Purchaser contained in Article 4 shall survive for the longer of # twelve (12) months following the Initial Closing Date, and # six (6) months following the last Additional Closing Date to occur hereunder, and shall then expire, and the Fundamental Representations shall survive until the expiration of the applicable statute of limitations and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy in or breach of such representation or warranty to the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.
Section # Survival. Notwithstanding any investigation made by any partySubject to this Agreement, all covenantsthe limitations and agreements made by the Parent, the Company and the Purchaser herein shall survive the executionother provisions of this Agreement, the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties contained herein (other than any representations or warranties contained in Section 3.15 that are subject to Article VI) shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date; provided, that the representations and warranties in # Section 3.01, Section 3.03, Section 3.17, Section 4.01 and Section 4.04 (collectively, the “Fundamental Representations”) shall survive indefinitely. All covenants and agreements of the Company Groupparties contained herein (other than any covenants or agreements contained in Article 3 (other thanVI, which are subject to Article VI) shall survive the Fundamental Representations)Closing indefinitely or for the period explicitly specified therein; provided, that covenants and agreements of the Purchaserparties contained in Article 4herein to be performed on or prior to the Closing Date shall survive the Closing for a period of thirty-six (36) months from the longerClosing Date. 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 # twelve (12) months following the Initial Closing Date, and # six (6) months following the last Additional Closing Date to occur hereunder, andapplicable survival period shall then expire, and the Fundamental Representations shall survive untilnot thereafter be barred by the expiration of the applicable statute of limitations and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy in or breach of suchrelevant representation or warranty to the extent that any good-faith allegation ofand such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.claims shall survive until finally resolved.
Survival. Notwithstanding any investigation made by any partySubject to this Agreement, all covenantsthe limitations and agreements made by the Parent, the Company and the Purchaser herein shall survive the executionother provisions of this Agreement, the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties of the Company GroupParties contained in Article 3 (other thanthis Agreement shall survive the Fundamental Representations)Closing and shall remain in full force and effect until the earlier of # thirty (30) days after delivery to the Surviving Corporation of the Purchaser containedSurviving Corporation’s audit for the fiscal year ending December 31, 2017 and # June 30, 2018 (the “Expiration Date”); provided, however, that the representations and warranties in Article 4# [Sections 4.1, 4.2, 4.4(a), 4.4(b) and 4.20]0]0]0]0] (the “Fundamental Representations”) and # [Section 5.1] and [Section 5.6] shall survive the Closing for a period of six (6) years. The covenants and agreements in this Agreement that by their nature are required to be performed by or prior to the longerClosing shall survive the Closing, and thus claims may be brought in respect of #a breach thereof, until the twelve (12) monthsmonth anniversary of the Closing Date. The covenants and agreements in this Agreement that by their nature are required to be performed following the Initial Closing Date,Date shall survive the Closing, and #thus a claim may be brought in respect of a breach thereof, until six (6) months following the last Additional date on which each such post-Closing Datecovenant was required to occur hereunder, and shallbe performed (or, if no such date is provided, then expire, and the Fundamental Representations shall survive untilExpiration Date). Notwithstanding the foregoing, if a written claim or written notice is given in good faith under this [Article IX] with respect to any representation, warranty, covenant or agreement prior to the expiration of the applicable statutesurvival period, the claim with respect to such representation, warranty, covenant or agreement shall continue indefinitely until such claim is finally resolved pursuant to this [Article IX]. Notwithstanding anything in this Agreement to the contrary, in the event of limitations and shall then expire; providedany breach of a representation or warranty by a Party that nothing herein shall relieve any party of liability for any inaccuracy in or breach ofconstitutes fraud, such representation or warranty toshall survive the extent that any good-faith allegation of such inaccuracy or breach is madeClosing indefinitely and continue in writing prior to such expiration by a Person entitled to make such claim pursuant to the termsfull force and conditions of this Agreement.effect.
Survival. NotwithstandingThe respective representations and warranties of Seller and of contained in this Agreement shall, without regard to any investigation made by any party to this Agreement, all covenantsparty, survive the Closing Date for a period ending eighteen (18) months after the Closing Date; provided, however, that # the representations and agreements made by the Parent, the Companywarranties contained in Sections 3.1, 3.2, 3.4, 4.1, 5.1, 5.2, and the Purchaser herein5.7 shall survive the execution of this Agreement,Closing Date indefinitely and # the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties of the Company Group contained in Article 3 (other than the Fundamental Representations) and of the Purchaser contained in Article 4 shall survive for the longer of # twelve (12) months following the Initial Closing Date, and # six (6) months following the last Additional Closing Date to occur hereunder, and shall then expire,Section 4.8 and the Fundamental Representationsprovisions 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 then expire; providedterminate at Closing. The covenants and agreements that nothing hereinby their terms contemplate performance after the Closing Date shall relieve any party of liabilitysurvive the Closing in accordance with their respective terms until such covenant or agreement has been performed. The applicable survival period set forth above for any inaccuracy in or breach ofeach such covenant, agreement, representation or warranty is referred to herein as the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.“Survival Period”.
Survival. Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Parent, the Company and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Purchase Securities and the payment therefor. TheAll representations and warranties of the Company Groupand the Shareholders contained in Article 3 (other thanthis Agreement or in the Fundamental Representations) and of the Purchaser containedTransaction Documents or in Article 4any certificate delivered pursuant hereto or thereto shall survive the Closing for the longera period of # twelve (12)twenty-four (24) months followingafter the Initial Closing Date, except that the representation and # six (6) months following the last Additional Closing Date to occur hereunder,warranties in Section 5.1.1 and Section 5.3 shall then expire,survive forever and the Fundamental Representationsrepresentations and warranties in [Section 5.9 and 5.11]1] shall survive until the expiration of the applicable statute of limitationslimitation plus thirty (30) days, and such representations and warranties shall not be deemed waived or otherwise affected by any investigation made or any knowledge acquired with respect thereto. The covenants and agreements of the Company, the Shareholders and the Buyer contained in this Agreement or in the Transaction Documents shall survive the Closing and shall then expire; provided that nothing hereincontinue until all obligations with respect thereto shall relieve any party of liability for any inaccuracyhave been performed or satisfied or shall have been terminated in or breach of such representation or warranty to the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.accordance with their terms.
Survival. Notwithstanding any investigation made by any party to this Agreement, all covenants and agreements made by the Parent, the Company and the Purchaser herein shall survive the execution of this Agreement, the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties of the Company Groupand the Sellers contained in Articlethis Agreement (whether or not contained in Articles 3 (otheror 4), any Ancillary Document or in any certificate delivered pursuant to [Section 7.2], other than the Fundamental Representations)representations and warranties set forth in # [Section 3.1] (Organization and Qualification; Subsidiaries), [Section 3.2] (Capitalization of the Purchaser contained in Article 4Group 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 the longera period of # twelve (12)fifteen (15) months following the Initial Closing Date,(the “General Survival Expiration Date”) at which time such representations shall terminate and # six (6) months following the last Additional Closing Date to occur hereunder,thereafter be of no force and shall then expire, and theeffect. 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 statute of limitations and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy in or breach of such representation or warranty to the extent that any good-faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement.Tax matters.
Survival. Notwithstanding any investigation made by any party to this Agreement, all covenantsSection # Survival of Provisions. The representations and agreements made by the Parent, the Companywarranties set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.13, [Section 3.16], [Section 3.17], Section 4.01, Section 4.02, Section 4.04, [Section 4.05(a)], [Section 4.05(b)] and the Purchaser herein[Section 4.05(e)] hereunder shall survive the execution and delivery of this Agreement,Agreement indefinitely, the delivery to the Purchaser of the Purchase Securities and the payment therefor. The representations and warranties of the Company Group containedset forth in Article 3 (other than the Fundamental Representations) and of the Purchaser contained in Article 4 shall survive for the longer of # twelve (12) months following the Initial Closing Date, and # six (6) months following the last Additional Closing Date to occur hereunder, and shall then expire, and the Fundamental Representations[Section 3.26] shall survive until the expiration of60 days after the applicable statute of limitations (taking into account any extensions thereof) and shall then expire; provided that nothingthe other representations and warranties set forth herein shall relievesurvive for a period of 12 months following the applicable Closing Date, as applicable, regardless of any partyinvestigation made by or on behalf of liability forthe Partnership or the . The covenants made in this Agreement or any inaccuracyother Transaction Document shall survive the Initial Closing and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, conversion or breachrepurchase thereof. Regardless of such representation or warrantyany purported general termination of this Agreement, the provisions of ARTICLE VI and all indemnification rights and obligations of the Partnership and the thereunder, and this ARTICLE VIII shall remain operative and in full force and effect as between the Partnership and each Purchaser, unless the Partnership and the applicable Purchaser execute a writing that expressly (with specific references to the extent that any good-faith allegation of such inaccuracyapplicable Section or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditionssubsection of this Agreement.Agreement) terminates such rights and obligations as between the Partnership and such Purchaser.
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