Nature and Survival of Representations and Obligations. 12.01 - Effect of Closing All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for in it, shall survive the closing.
Nature and Survival of Representations and Obligations. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall survive the Closing.
Nature and Survival of Representations and Obligations. The representations and warranties made by the Parties and their respective obligations to be performed pursuant to the terms hereof, shall survive the Closing indefinitely.
Nature and Survival of Representations and Obligations. All representations, warranties, covenants and agreements of Americana, Action, and the Members contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for in it, shall survive the Closing (a) with respect to representations and warranties, for a period of two (2) years after the Closing, and (b) with respect to covenants and agreements, until all obligations imposed thereby shall have been performed or satisfied or have terminated or expired in accordance with the respective terms of such covenant or agreement. No claim for indemnification under this Agreement may be made by any party, and no obligation to indemnify in respect thereof shall exist, unless written notice of such claim shall have been given on or prior to the last day of the survival period relating to the provision(s) of this Agreement on which such claim is to be based. The termination of any such representation, warranty or covenant shall not affect any claim for breach or inaccuracy of representations, warranties or covenants if such written notice shall have been given on or prior to such last day of such survival period.
Nature and Survival of Representations and Obligations. No representations or warranties whatever are made by any party, except as specifically set forth in this agreement, or in an instrument, certificate, opinion, or other writing provided for in this agreement. All statements contained in any of these instruments, certificates, opinions, or other writings shall be deemed to be representations and warranties under this agreement. The representations, warranties, and indemnities made by the parties in this agreement or in instruments, certificates, opinions, or other writings provided for in the covenants and agreements to be performed or complied with by the respective parties under it before the Closing Date, shall be deemed to be continuing and shall survive the Closing, but shall expire on the first anniversary date following the Closing Date, unless a specific claim in writing with respect to these matters shall have been made, or an action at law or in equity shall have been commenced or filed, before this anniversary date. Nothing in this paragraph shall affect the obligations and indemnities of the parties with respect to covenants and agreements contained in this agreement that are permitted to be performed, in whole or in part, after the Closing Date.
Nature and Survival of Representations and Obligations. 8.1 All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion or other writing provided for herein, shall survive the Closing for a period of one (1) year and that this one year shall be and function as a statute of limitations to institute any action based on a breach of a representation, warranty, or covenant.
Nature and Survival of Representations and Obligations. No representations or warranties whatever are made by any party, except as specifically set forth in this agreement, or in an instrument, certificate or other writing provided for in this agreement. All statements contained in any of these instruments, certificates or other writings shall be deemed to be representations and warranties under this agreement. The representations, warranties, and indemnities made by the parties in this agreement or in instruments, certificates or other writings provided shall be deemed to be continuing and surviving from and after date hereof for a period of 365 days (the "Survival Period"), unless a specific claim in writing with respect to these matters shall have been made, or an action at law or in equity shall have been commenced or filed, before the expiration of the Survival Period. Nothing in this Article 1 3 shall affect the obligations and indemnities of the parties with respect to covenants and agreements contained in this agreement that are permitted to be performed, in whole or in part, after the date hereof.
Nature and Survival of Representations and Obligations. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any exhibit, instrument, certificate, or other writing provided for in it, shall survive for the applicable period of limitations for contract claims in the State of New York.
Nature and Survival of Representations and Obligations. The representations and warranties made by the Parties and their respective obligations to be performed pursuant to the terms hereof, shall survive Closing indefinitely. Except as expressly set forth herein, the sale of the Equipment is made without warranties of any kind, express or implied.
Nature and Survival of Representations and Obligations. No representations or warranties whatever are made by any party, except as specifically set forth in this Agreement or in any instrument, certificate, opinion, or other writing provided for herein. All statements contained in any of these instruments, certificates, opinions, or other writings shall be deemed to be representations and warranties under this Agreement. The representations, warranties, and indemnities made by the Parties in this Agreement, or in instruments, certificates, opinions, or other writings provided for in the covenants and agreements to be performed or complied with by the respective Parties, shall be deemed to be continuing and shall survive the Closing, but shall expire on the first anniversary date hereof. All claims on such matters shall have been made, or an action at law or in equity shall have been commenced or filed, before such anniversary date. Nothing in this paragraph shall affect the obligations and indemnities of the Parties with respect to covenants and agreements contained in this Agreement that are permitted to be performed, in whole or in part, after the Closing Date. The limitation period for the survival of the above-specified representations and warranties shall not apply to any fraudulent breach, representation, or warranty, or to any breach or inaccuracy in any representations or warranties known to Sellers or Buyers on the Closing Date.
