Limited Survival of Representations and Warranties. Unless otherwise expressly provided herein, no representation or warranty in this Agreement or in any instrument delivered pursuant to this Agreement (other than the special warranty of title in the Deeds) shall survive the Closing.
Limited Survival of Representations and Warranties. The representations and warranties contained in Article 4 hereof (but excluding Section 4.4) shall survive the Closing. Notwithstanding anything contained herein to the contrary, none of the representations or warranties of Company or Albireo shall survive the Closing.
Limited Survival of Representations and Warranties. The representations and warranties of the parties contained in Articles 3 and 4 shall survive the Closing and expire on December 31, 2000, provided that (a) claims, if any, asserted in writing prior to the expiration of the representation or warranty to which they related, shall survive until finally resolved and satisfied in full and (b) claims, if any, which (i) involve the representations set forth in Section 3.29 or otherwise involve environmental matters; (ii) are based on fraud; (iii) relate to title of the Stock; (iv) relate to any alleged ownership of or interest in the Stock, the Company or its assets, or matters relating to any prior ownership interest in the Stock, the Company or its assets; (v) assert tax liability; or (vi) relate to a product liability claim or other liability of the Company arising prior to the Closing Date, shall survive for the full period of the applicable statute of limitations, and until finally resolved and satisfied in full. All claims and actions for indemnity for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such representation or warranty. Each of the warranties and representations contained herein is independent of every other, and no warranty or representation shall in any way limit, restrict, modify, or be deemed or construed in any way to limit, restrict or modify any other warranty or representation. Without limiting the foregoing, each and all of the foregoing warranties and representations shall survive the consummation and closing of this transaction and such investigation as Buyer may make, limited as aforesaid. The consummation or Closing of this transaction in the face of any known breach of any warranty or representation contained herein shall not be, or be deemed or construed to be, a waiver of such breach, departure, or variation, unless such breach, departure or variation is specifically identified and waived in writing by the party to which the warranty or representation was made.
Limited Survival of Representations and Warranties. The representations and warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing only for a period of 180 days following the Closing Date, but the aggregate recovery available pursuant to a breached representation or warranty shall not exceed the amount of the Holdback retained by the Escrow Agent at Closing. Accordingly, on the date 180 days following the Closing Date, no Party shall have any liability to any other Party based on any representation or warranty made herein or in any instrument delivered pursuant to this Agreement.
Limited Survival of Representations and Warranties. The representations and warranties of VNC and CHC contained in this Agreement shall terminate on the date (the “Claim Expiration Date”) that is 180 days after the Closing Date (or if such date is not a Business Day, then the immediately following Business Day), and only the covenants that by their terms survive the Effective Time shall survive the Closing Date.
Limited Survival of Representations and Warranties. Except to the extent expressly provided in Article X hereof, each and every representation and warranty contained in this Agreement shall expire with, and be terminated and extinguished by, any of (i) the Closing, or (ii) subject to Section 7.2, the termination of this Agreement pursuant to Article VII hereof, and thereafter none of the parties hereto and no Affiliate of any of the parties hereto shall be under any liability whatsoever with respect to any such representation and warranty except as may be otherwise provided in Section 7.2. In addition, subject to Section 7.2, upon the expiration and extinguishment of such representations and warranties, none of the parties hereto nor any of their Affiliates shall have any liability whatsoever arising out of or with respect to (i) the accuracy or completeness of the Disclosure Schedule or any certificate delivered pursuant to Section 8.2 or Section 9.3 hereof or (ii) any failure of the GWC Group to comply with the covenants set forth in Section 6.1 hereof which was not directly caused by the Retained Group Signatories. This
Section 11.1 shall have no effect upon any other obligation of the parties hereto, whether to be performed before or after the Closing.
Limited Survival of Representations and Warranties. All covenants of Aspec, Merger Sub, SIS and the Majority Shareholders to be performed prior to the Effective Time of the Merger, and all representations and warranties of Aspec, SIS and the Majority Shareholders in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger for a period of six (6) months from the Effective Time of the Merger (the "EXPIRATION DATE"), and, notwithstanding anything to the contrary in this Agreement, no claim for breach of any representation, warranty or covenant by any Party and no claim for indemnification by Aspec or the Majority Shareholders hereunder shall be brought at any time after the Expiration Date.
Limited Survival of Representations and Warranties. The parties hereto agree that the representations and warranties made in this Agreement and any indemnification with respect thereto shall survive for two years after the Closing Date. The foregoing time limitation shall be construed to apply only to the indemnity obligations of the Seller under Section 9.1(a) hereof and only to the indemnity obligations of the Purchaser under Section 9.2(a) hereof and not to any other provisions of Section 9.1 or 9.2 hereof.
Limited Survival of Representations and Warranties. The representations and warranties made by Developer in Section 9.4 shall survive the Close of Escrow until the second anniversary of the date of the Close of Escrow.
Limited Survival of Representations and Warranties. The representations and warranties of Evtec and BLBX contained in this Agreement or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Closing.
