Representations and warranties of the Parties contained in this Agreement or in any certificate delivered in connection with this Agreement will survive the Execution Date for a period of twelve (12) months and shall thereafter be of no further force or effect (as to each of (a), (b) and (c) above, the “Expiration Date”) provided, however, any representation, warranty or covenant as to which a claim shall have been asserted prior to the Expiration Date shall survive until such claim and the indemnity claim with respect thereto are resolved.Notwithstanding the foregoing, the Indemnities in Sections 5.2.2, 10.2.3, 10.2.4 and 10.3.2 shall survive the Closing without time limit.The special warranty of title set forth in the Assignment will survive the Closing Date for a period of two (2) years and shall thereafter be of no further force or effect except that any claim under such special warranty of title which has been asserted prior to the end of such two (2) years period shall survive until such claim with respect thereto is resolved.The intended effect of termination of (a) representations, warranties and covenants (and the indemnification rights with respect thereto) and (b) the special warranty of title is to bar, from and after the date of termination, any claim or cause of action based on the alleged inaccuracy of such representation or breach of such warranty, or with regard to claims for indemnity with respect thereto or with respect to such special warranty of title.Subject to the limitations set forth in this Section, the provisions of this Agreement shall survive the delivery of the Assignment at Closing, unless otherwise indicated.ġ.
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