Effective Date; Survival. All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to Seller’s Bring Down Certificate and Purchaser’s Bring Down Certificate, as applicable. All of the Seller’s Representations and the Purchaser’s Representations and Manager’s representations and warranties under the MTA shall survive Closing for a period of eighteen (18) months after the Closing Date (the “Outside Claim Date”) except for (a) claims as to which notice has been given prior to such date and which are pending on such date, (b) claims based upon representations and warranties set forth in Sections 6.1.1 and 6.1.8(b) hereof or Seller’s and Existing Operator’s indemnification obligations with respect to Program Reimbursements, and claims based upon representations and warranties set forth in Sections 6.2.1, or 6.2.2 or the first sentence of Section 9.9, and claims based on Manager’s 42 representations and warranties under Sections 4.1 and 4.2 of the MTA or JV Partner’s representations and warranties under Sections 3.1 and 3.2 of the MTA (collectively, the “Fundamental Representations”), which shall survive without limitation, and (c) claims based upon representations and warranties set forth in Sections 6.1.15 or 6.1.17 and claims based on Manager’s representations and warranties under Section 4.4 of the MTA, which shall survive until the expiration of the applicable statute of limitations. The covenants contained in this Agreement shall survive the Closing until performed in accordance with their terms (unless and to the extent performance thereof of properly waived). Any claim by Seller, Existing Operator or Purchaser with respect to any breach of the Seller’s Representations or the Purchaser’s Representations or Manager’s representations and warranties under the MTA, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail, to the extent then known, the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date. Notwithstanding anything to the contrary contained herein, no individual claim pursuant to Sections 9.2(i) or 9.3(i) shall be permitted hereunder unless the amount of such claim (or series of related claims) shall exceed Twenty Five Thousand and no/100 Dollars ($25,000.00) (an...
Effective Date; Survival. All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing Date pursuant to, and subject to, the Bring-Down Certificates of Seller and Purchaser, as applicable. All of the Seller’s Representations and Purchaser’s Representations shall survive Closing until the Outside Claim Date, it being agreed that none of the covenants or agreements contained in this Agreement shall survive the Closing except as otherwise expressly provided herein. Any claim by Seller or Purchaser with respect to any breach of the Seller’s Representations or the Purchaser’s Representations, respectively, shall be effective and valid only if made after Closing in a written notice (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) delivered to the other party on or prior to the Outside Claim Date.
Effective Date; Survival. The effective date of this Agreement shall be the earlier of (a) the date Employee executes this Agreement, or (b) the first date of Employee’s employment with the Company. The obligations of Employee under this Agreement shall survive any change or termination of Employee’s employment with the Company.
Effective Date; Survival. No claim for a breach of any representation or warranty of FEC will be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to the County prior to execution of this Agreement.
Effective Date; Survival. All of the representations and warranties made by Sellers or Purchasers in this Section 8 are made as of the Effective Date. At Closing, each Seller shall deliver to the applicable Purchaser a certificate pursuant to which such Seller shall reaffirm the representations and warranties made by such Seller in Section 8.1 as of the date of Closing, and each Purchaser shall deliver to the applicable Seller a certificate pursuant to which such Purchaser shall reaffirm the representations and warranties in Section 8.2 as of the date of Closing. All of such representations shall survive Closing.
Effective Date; Survival
