2Survival. Notwithstanding the termination of this Agreement, each party shall remain bound by the provisions of this Agreement which by their terms impose obligations upon that party that extend beyond the termination of this Agreement.
2Survival. Except as set forth below in this Section 12.2, none of the representations and warranties contained in this Agreement or in any other agreement, certificate or other document executed in connection herewith shall survive the Closing and all such representations and warranties, including any claim arising from or related thereto, shall terminate automatically upon the Closing; provided, that such termination shall not release any Person from liability for Fraud. Except for in the case of Fraud, the sole and exclusive remedy of Purchaser in respect of any and all rights and claims for any breach of representation or warranty is the right to terminate this Agreement prior to the Closing pursuant to Article XI and not consummate the Transactions. The covenants and agreements contained in this Agreement and to be performed or complied with at or prior to the Closing shall not survive the Closing and no party shall have any liability with respect thereto from and after the Closing. Subject to Section 8.9 with respect to the Tax matters described in Article VIII, the covenants and agreements contained in this Agreement and to be performed or complied with after the Closing shall survive the Closing in accordance with their respective terms. Notwithstanding anything herein to the contrary, nothing in this Section 12.2 shall be construed to affect or limit the ability of Purchaser or its Affiliates (including the Acquired Companies) to recover under the R&W Insurance Policy.
2Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.
2Survival. The representations and warranties made by Novartis contained in this Agreement shall survive the Closing until the first anniversary of the Closing Date. All rights to claim Losses for any breach of any representation or warranty or agreements shall terminate and expire on, and no action or proceedings seeking damages or other relief for breach of any representation or warranty, or obligation or for misrepresentation or inaccuracy shall be commenced after, the first anniversary of the Closing Date, unless prior thereto there shall have been made with reasonable specificity a written notice describing such claim. CMS: to be commented later.
2Survival. All agreements, representations and warranties made in this Amendment or in any documents delivered pursuant to this Amendment shall survive the execution of this Amendment and the delivery of any such document.
2Survival. (a) All representations and warranties of Seller and Buyer contained in this Agreement or in any certificate delivered pursuant to this agreement shall survive the Closing for a period of twelve months after the Closing Date
2Survival. (a)All representations and warranties contained in Article 4 of this Agreement (including the related portions of the Disclosure Schedules) will survive the Closing for a period ending eighteen (18) months after the Closing Date, at which time they shall terminate, are void, and of no further force or effect; provided, the foregoing shall not apply to the Fundamental Representations, which Fundamental Representations will survive for the longest date permitted under applicable Law and the IP Representations will survive for three (3) years following the Closing Date. The covenants in this Agreement and the Related Agreements shall survive Closing and continue in effect and expire in accordance with their respective terms.
2Survival. All obligations, covenants, agreements, representations, warranties, waivers and indemnities made by Borrower in any Loan Document shall survive the execution and delivery of the Loan Documents, the Closing, the making and funding of the Loan and any termination of this Agreement until all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) are fully performed and indefeasibly paid in full in cash. The obligations and provisions of Sections 3.1, 3.3, 3.4, 10.1, 10.3, 11.1, 11.2, 12.1, 12.3, 12.4, 12.7, 12.9, 12.10 and 13.8 shall survive termination of the Loan Documents and any payment, in full or in part, of the Obligations.
2Survival. All representations, warranties and covenants made herein and in any other Transaction Document or any certificate or other written documentation delivered pursuant thereto shall survive the Closing and continue in full force and effect until the termination of this Agreement pursuant to Section 8.1 hereof.
2Survival. All representations, warranties and covenants made herein and in any other Transaction Document or any certificate or other written documentation delivered pursuant thereto shall survive the Closing and shall continue in full force and effect, and any Party shall be entitled to recover any losses related thereto until the termination of this Agreement pursuant to Section 7.1 hereof.
