Survival of Representations and Warranties and Agreements. All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.
Survival of Representations and Warranties and Agreements. The representations and warranties contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time. This Section 9.02 shall not limit any covenant or agreement of the parties to this Agreement which, by its terms, contemplates performance after the Effective Time.
Survival of Representations and Warranties and Agreements. (a) The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the first anniversary of the Closing Date, except that (i) the representations and warranties contained in Sections 3.01, 3.02, 4.01, 4.02 and those portions of Sections 4.11 and 4.12 relating to title to the Transferred Assets shall survive indefinitely or until the latest date permitted by Law, (ii) the representations and warranties contained in Sections 4.06 and 4.10 shall survive until the third anniversary of the Closing Date and (iii) the representations and warranties contained in Section 4.07 shall survive the Closing until 60 days following the expiration of all relevant statutes of limitations (giving effect to any extensions or waivers thereof). The covenants and agreements of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing indefinitely or for the shorter period explicitly specified therein. Notwithstanding the preceding sentences, any inaccuracy of representation or warranty or breach of covenant or agreement, in respect of which indemnification may be sought under this Agreement, shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if notice of the inaccuracy or breach thereof giving rise to such right of indemnification shall have been given to the party against whom such indemnification may be sought prior to such time. Notwithstanding any other provision of this Agreement, (i) on and after the first anniversary of the Closing Date, Purchaser shall not have rights to indemnification, or any other remedy, for any breach of Section 5.01, (ii) on and after the second anniversary of the Closing Date, neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 1.03(b), 1.03(c), 1.07, 2.02, 6.02(d), 6.03(d), 6.06 or 6.07 and (iii) neither party shall have rights to indemnification, or any other remedy, for any breach prior to the Closing of Section 5.02, 6.02 (other than 6.02(d)), 6.03 (other than 6.03(d)), 6.04, 6.05, 6.09(a) (other than the last paragraph thereof), 6.09(d), 6.13, 6.14, 6.15 or 6.16 at any time after the Closing.
Survival of Representations and Warranties and Agreements. The representations and warranties and agreements contained herein and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time, except Sections 6.06, 6.07 and 6.12 and Articles II, III and IX.
Survival of Representations and Warranties and Agreements. The representations, warranties and agreements contained in or made pursuant to this Agreement shall survive the Closing and shall expire upon the 18 month anniversary of the Closing, except that (a) the representations and warranties contained in Sections 3.9 (Tax Returns and Reports) and 3.17 (Employee Benefits) shall survive until three months after the expiration of the applicable statute of limitations; provided that if there is no statute of limitations applicable to any such representation or warranty such representation or warranty shall expire upon the third anniversary of the Closing, (b) the representations and warranties contained in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authorization), 3.2(b) (No Conflicts, but only with respect to the last sentence and only as it relates to State PUC Laws), 3.5 (Capitalization), 3.13 (No Brokers or Finders), 3.24 (Contribution Agreement), 4.1 (Organization and Related Matters), 4.2(a) (Authorization) and 4.7 (No Brokers or Finders) shall remain in full force and effect indefinitely, and (c) the agreements contained herein (including the Covenants in Article VI) and in the other Transaction Documents that require performance after the Closing (the Xxxxxx 58 EXECUTION "POST-CLOSING COVENANTS") will survive and remain in full force and effect indefinitely. Article IX shall survive the Closing and shall remain in effect (a) with respect to Sections 9.1(a) and 9.2(a), so long as the relevant representations survive, (b) with respect to breaches of pre-Closing covenants, for one year after Closing, and (c) with respect to Sections 9.1(b) (Post-Closing Covenants only), 9.1(c), 9.1(d), 9.2(b) (Post-Closing Covenants only), 9.2(c) and 9.2(d), indefinitely. Any matter as to which a claim has been asserted by notice to the other party that is pending or unresolved at the end of any applicable limitation period but is being diligently pursued shall continue to be covered by Article IX notwithstanding any applicable statute of limitations (which the parties hereby waive) until such matter is finally terminated or otherwise resolved by the parties under this Agreement or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.
Survival of Representations and Warranties and Agreements. All representations and warranties of the parties contained in this Agreement shall survive the date of this Agreement and shall not be affected by any investigation made prior to the date of this Agreement.
Survival of Representations and Warranties and Agreements. All representations and warranties of the Parties contained in this Agreement shall survive the execution and delivery of this Agreement.
Survival of Representations and Warranties and Agreements. The indemnity and other agreements of the Company and the Agent contained in Sections 6(h) and 10 hereof and the representations, warranties and other statements of the Company set forth in this Agreement or made by the Company pursuant to this Agreement shall remain in full force and effect, regardless of (a) any termination of this Agreement or any Terms Agreement, (b) any investigation made by or on behalf of the Agent or any of its controlling persons or by or on behalf of the Company or any of its officers, directors or controlling persons and (c) acceptance of delivery of and payment for Shares sold hereunder.
Survival of Representations and Warranties and Agreements. The respective representations and warranties of Seller and Buyer contained in this Agreement shall survive the Closing but shall expire on the date that is eighteen (18) months after the Closing Date, except with respect to, and to the extent of, any claim of which written notice in accordance with Section 7.4 has been given by one party to the other prior to such expiration; provided, however, that, notwithstanding the foregoing, (i) the representations and warranties set forth in Section 3.8 (Taxes) shall terminate upon the expiration of the applicable statute of limitations and (ii) (x) the representations and warranties set forth in Sections 3.1 (Organization and Related Matters), 3.2(a) (Authority), 3.5 (No Broker), 4.1 (Organization and Related Matters), 4.2(a) (Authority) and 4.3 (No Broker) and (y) any action relating to fraud or intentional misrepresentation each shall survive indefinitely. The respective covenants and agreements of Seller and Buyer contained in this Agreement shall survive in accordance with their terms. The period from the Closing to the expiration, if any, of a representation, warranty, covenant or agreement hereunder shall be referred to with respect to a claim for indemnification thereunder as the "Survival Period."
Survival of Representations and Warranties and Agreements. All representations and warranties made herein or in any agreement, certificate, or instrument delivered to Purchaser or Seller pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, the Ancillary Agreements, the issuance, sale, and delivery of the Shares, and shall terminate on the one-year anniversary of the Closing Date of this Agreement.
