1Survival. The representations, warranties made herein and in any certificate delivered in connection herewith shall survive for a period of twenty four (24) months following the Closing Date, at which time they shall expire; provided, however, that (a) the representations and warranties set forth in Sections 3.1, 3.3, 4.1, 4.3, and 4.6 of this Agreement (the “Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties, then notwithstanding any statement herein to the contrary, the relevant representations and warranties shall survive as to such claim, until such claim is finally resolved. Unless a specified period is set forth in this Agreement (in which event such specified period will control), and for covenants that by their terms are to be performed after the Closing Date, all agreements and covenants contained in this Agreement will survive the Closing and remain in effect until thirty (30) days after the expiration of the applicable statutes of limitations. To avoid any doubt, the parties hereto agree that the time limitations herein limit the time in which a claim may be brought even though such time limits may be less than those otherwise afforded under applicable statutes of limitations. In the event that a claim has been brought within such time periods, the running of such time prior to the final adjudication of such claim shall not time bar the continuation of such claim.
1Survival. Except for covenants that are expressly to be performed after the Closing, none of the representations, warranties and covenants contained herein shall survive beyond the Closing.
1Survival. Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive the Closing and the consummation of the transactions contemplated hereby. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Except as expressly set forth in this Agreement, no party has made any representation warranty, covenant or agreement.
1Survival. All of the representations, warranties, covenants and obligations in this Agreement, the Loan Documents and any other agreement, certificate or document entered into in connection herewith shall survive the Closing.
1Survival. (a) Buyer acknowledges and agrees that as part of the negotiation of the Transactions, Buyer has agreed to obtain a R&W Insurance Policy as set forth in Section 6.14, in lieu of pursuing claims against the Equityholders or their respective Affiliates or the Company in respect of any breach by any Equityholder or the Company of the representations and warranties set forth in this Agreement or any of the other Transaction Documents (including any certificate to be delivered pursuant to this Agreement), and as such, none of the representations and warranties of the Company contained in this Agreement or any of the other Transaction Documents (including any certificate to be delivered pursuant to this Agreement) and none of the covenants of any party required to be performed by such party before the Closing shall survive the Closing, and thereafter none of the parties hereto or any of their Affiliates or any of their respective Representatives shall have any liability whatsoever with respect to any such representation, warranty, covenant or agreement, and no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at Law or in equity) may be brought after the Closing with respect thereto, except, in each case, for claims based on Fraud. The provisions of this Section 9.1 will not, however, prevent or limit a cause of action under Section 9.12 to obtain an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof. Unless otherwise indicated, the covenants and agreements set forth in this Agreement which by their terms are required to be performed after the Closing shall survive the Closing until such covenants or agreements have been performed or satisfied.
(b) EXCEPT FOR CLAIMS BASED ON FRAUD, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE EQUITYHOLDERS NOR THEIR RESPECTIVE AFFILIATES SHALL HAVE ANY DIRECT OR INDIRECT LIABILITY OF ANY KIND OR NATURE WHATSOEVER UNDER THIS AGREEMENT AND NO OTHER CLAIMS MAY BE MADE AGAINST THE EQUITYHOLDERS BY BUYER UNDER THIS AGREEMENT. SUBJECT TO THE FOREGOING, THE SOLE AND EXCLUSIVE REMEDY OF BUYER FOR ANY CLAIM RELATED TO, ARISING UNDER OR IN CONNECTION WITH A BREACH OF ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT SHALL BE TO MAKE A CLAIM AGAINST THE R&W INSURANCE POLICY, EXCEPT FOR CLAIMS FOR FRAUD. OTHER THAN IN THE EVENT OF FRAUD BY SUCH EQUITYHOLDER OR AFFILIATE OF SUCH EQU...
1Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date; provided, that the Fundamental Representations shall survive and remain in full force and effect until the date that is five years from the Closing Date; provided, further, that the representations and warranties set forth in Section 2.5 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. The agreements, covenants or other obligations made by a party in this Agreement to be performed or satisfied prior to the Closing, shall not survive beyond, and shall terminate automatically as of, the Closing, after which there shall be no liability in respect thereof. The agreements, covenants and other obligations made by each of the parties contained herein to be performed or satisfied after the Closing shall survive the Closing until fully performed in accordance with their terms. Notwithstanding the foregoing, (a) any claims asserted in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved and (b) nothing in this Agreement shall limit a party’s ability to make a claim for Fraud at any time following Closing.
1Survival. The representations and warranties of Seller contained in this Agreement shall expire and be of no further force or effect as of the date that is two (2) years from the Closing Date; provided, that no right to indemnification pursuant to Article 6 in respect of any Claim based upon any failure of a representation or warranty that is set forth in a Notice of Claim (as defined below) delivered in good faith in accordance with the terms of this Agreement prior to the expiration of the applicable claims period with respect to such representation or warranty shall be affected by the expiration of such representation or warranty until such Claim is finally resolved; provided further, that such expiration shall not affect the rights of any Buyer Indemnified Person to seek recovery of Damages arising out of any Fraud. All covenants of the parties (including the covenants set forth in Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing; provided, however, that no right to indemnification pursuant to Article 6 in respect of any Claim based upon any breach of a covenant that is set forth in a Notice of Claim delivered in good faith prior to the expiration of the claims period with respect to such covenant shall be affected by the expiration of such covenant until such Claim is finally resolved.
1Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force for a period of two years. All covenants and agreements of the Parties contained herein shall survive the Closing in accordance with its terms until performed and discharged in full. 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 the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.
1Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto will survive the making by Lender of the Loan and the execution and delivery to Lender of the Notes, and will continue in full force and effect so long as any of the Debt is unpaid or such longer period if expressly set forth in this Agreement. All Borrower’s covenants and agreements in this Agreement will inure to the benefit of the respective legal representatives, successors and assigns of Lender.
1Survival. All representations, warranties, covenants and agreements of the parties contained herein shall survive the Closing. The obligations of the parties pursuant to the Indemnification contained in this Article X shall expire on the applicable statutes of limitations (as tolled by any waiver or extension thereof).
