Limitation on and Survival of Representations and Warranties. (a) Buyer and Seller acknowledge and agree that no representations or warranties have been made by Buyer or Seller in connection with the transactions contemplated by this Agreement, except for those representations and warranties made in Article III and Article IV hereof.
Limitation on and Survival of Representations and Warranties. (a) Holdings acknowledges and agrees that no representations or warranties have been made by Progress Energy or Progress Fuels in connection with the transactions contemplated by this Agreement, except for those representations and warranties made in Article III and Article IV hereof.
Limitation on and Survival of Representations and Warranties. (a) All representations and warranties contained in this Agreement, or in any agreements or instruments executed in connection herewith or delivered pursuant hereto, shall survive the Closing for a period of two years beginning on the Closing Date, but not longer; provided, however, that the representations and warranties contained in Section 5.15 (Employee Benefits), Section 5.17 (Taxes) and Section 5.20 (Environmental Matters) shall survive until the expiration of the applicable statute of limitations for the matter giving rise to a claim hereunder and the representation and warranties contained in Section 3.1 (Organization of Seller; Ownership of the Interests), Section 5.1 (Organization; Capitalization of the Company) and Section 5.3 (Subsidiaries) shall survive indefinitely. In order to seek a remedy pursuant to this Article X, in respect of a breach of representation or warranty, the Person seeking such remedy shall, within the prescribed period, give written notice to the party against whom indemnification is sought, which notice shall describe in reasonable detail such breach or claim. Any claim for indemnification for which notice has been given within the prescribed period may be prosecuted to conclusion notwithstanding the subsequent expiration of such period.
Limitation on and Survival of Representations and Warranties. The parties hereto agree that all representations and warranties of the parties contained in Article 3 (except Section 3.5), Sections 4.1, 4.2, and 4.18, and Sections 5.1, 5.2, 5.3, 5.4 and 5.5 and of this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue indefinitely in full force and effect. The parties hereto agree that all representations and warranties made in Section 3.5, Article 4 (other than those contained in Sections 4.1, 4.2, and 4.18 as mentioned above) and Article 5 (other than those contained in Sections 5.1, 5.2, 5.2, 5.3, 5.4 as mentioned above) of this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue in full force and effect until, and a claim with respect thereto must be made prior to, the date that is eighteen months after the Closing Date; provided, however, that the representations and warranties made in Section 4.12 and Section 4.14 shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations. If notice of a claim for which indemnity is sought shall be timely made under Article 9 for a breach of a representation or warranty, such representation or warranty shall survive until such indemnification claim is finally resolved and all obligations with respect thereto are fully satisfied subject to the other limitations contained in this Article 9. Except as otherwise provided in this Agreement, all covenants contained in this Agreement to be performed before the Closing shall not survive the Closing, and all covenants contained in this Agreement to be performed at or after the Closing (including without limitation the covenants contained in this Article 9) shall survive the Closing until performed. Notwithstanding any right of SXCP (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Raven Holdings and SXCP have the right to rely fully upon the representations and warranties of the other contained in this Agreement.
Limitation on and Survival of Representations and Warranties. All representations and warranties of Sellers and Buyers contained in this Agreement, or in any agreements or instruments executed in connection herewith or delivered pursuant hereto, shall survive the Closing for a period of twenty-four (24) months beginning on the Closing Date, but not longer, except that the representations and warranties of Sellers set forth in (a) Sections 3.1, 3.2, 3.3, and 3.7 shall survive indefinitely, and (b) Section 3.10 shall survive until the thirtieth (30th) day after the expiration of the applicable statute of limitations relating thereto. Such representations and warranties shall only be effective with respect to any breach or claim when notice of such breach or claim shall have been given in writing to the other Party in breach or against whom indemnification is sought within such period. Any claim for indemnification for which written notice has been given within the prescribed period may be prosecuted to conclusion notwithstanding the subsequent expiration of such period.
Limitation on and Survival of Representations and Warranties. (a) Xxx, Stonehenge, and the Company acknowledge and agree that no representations or warranties have been made by Xxx, Stonehenge, or the Company in connection with the transactions contemplated by this Agreement, except for those representations and warranties made in Article 4, Article 5, and Article 6 hereof.
Limitation on and Survival of Representations and Warranties. (a) CEPCB (on the one hand) and Seller (on the other hand) acknowledge and agree that no representations or warranties have been made by Seller (on the one hand) or CEPCB (on the other hand) in connection with the transactions contemplated by this Agreement, except for those made by each such Person expressly set forth herein or in any certificate, agreement or other instrument executed in connection herewith or delivered pursuant hereto. Except to the extent provided in Section 10.2(a) hereof, CEPCB agrees (on the one hand), and, except as provided in Section 10.3(a) hereof, Seller agrees (on the other hand), not to assert any claim that any of the other parties hereto has made any false representation, warranty or statement in connection with the transactions contemplated by this Agreement or omitted to make any statement necessary in order to make the representations, warranties and statements so made by any such party not misleading and agree to waive any right or remedy available by Law in connection with the foregoing. CEPCB and Seller further acknowledge and agree that from or after the Closing all rights and remedies of the parties with respect to claims for damages arising out of the transactions contemplated by this Agreement shall be limited exclusively to the rights and remedies provided in this Article X and in the Escrow Agreement.
Limitation on and Survival of Representations and Warranties. All representations and warranties contained in Articles III and IV of this Agreement shall survive the Closing Date, but no party shall be liable to the other for misrepresentation or breach of warranty except to the extent that notice of a claim is asserted in writing and delivered to the other party prior to 5:00 p.m. New York City time on the day 15 months after the Closing Date, except that the representations and warranties contained in Sections 3.4(a) and 4.5 (Capitalization), Section 3.15 (ERISA), Section 3.17 (Taxes) and Section 3.19 (Environmental) shall survive until sixty (60) days after the expiration of the applicable legal statute of limitations, as the same may have been extended or tolled. In order to seek a remedy pursuant to this Article VIII in respect of a breach of representation or warranty, the Person seeking such remedy shall give notice of such breach or claim in writing to the party against whom indemnification is sought within such period. Any claim for indemnification for which notice has been given within the prescribed period may be prosecuted to conclusion notwithstanding the subsequent expiration of such period. All covenants and agreements of the parties shall continue in full force and effect in accordance with their respective terms and thereafter until the expiration of the applicable statute of limitations as the same may have been extended or tolled. For purposes of this Article VIII, a party shall have the right to indemnification for a breach of a representation, warranty or covenant regardless of (a) the due diligence activities conducted by the party seeking indemnification, (b) such party’s prior knowledge or notice of the existence of the breach, and (c) the presence of information in the due diligence materials relating to the breach, provided, however, that a representation shall not be deemed breached if appropriate disclosures are made in the Schedules.
Limitation on and Survival of Representations and Warranties. The representations and warranties of the parties hereto contained herein shall survive the Closing for a period of two years, provided, however, that the applicable period with respect to Section 3.11 shall extend until the Tax Statute of Limitations Date and, with respect to Sections 3.1, 3.2, 3.3, 3.4 and 3.5, there shall be no expiration. Any claim for indemnification for which notice has been given within the prescribed period may be prosecuted to conclusion notwithstanding the subsequent expiration of such period.
