Nature and Survival of Representations, Warranties and Covenants. All statements contained herein or in any certificate, schedule or other document delivered pursuant hereto shall be deemed representations and warranties by the party delivering the same. All representations and warranties and covenants shall survive the Closing Date. All representations and warranties contained in this Agreement and in the disclosure schedules or in any certificates or other documents delivered pursuant hereto shall not be deemed to be waived or otherwise affected by any prior knowledge of, or any investigation made by or on behalf of, any party hereto. All covenants and agreements shall survive the consummation of the transactions contemplated hereby.
Nature and Survival of Representations, Warranties and Covenants. All statements contained in any certificate or other instrument executed and delivered by or on behalf of a Party pursuant to or in connection with the transactions described in this Agreement shall be deemed to be made by such Party hereunder. All representations, warranties, covenants and agreements contained herein on the part of each of the Parties shall survive the Closing, the execution and delivery hereunder of transfer instruments and other documents and payment of all consideration therefor, subject to Section 6.5.2.
Nature and Survival of Representations, Warranties and Covenants. Each of the representations and warranties of the parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby for a period of fourteen (14) months after the Closing, after which no claim for indemnification for hereunder, may be brought, and no action with respect thereto may be commenced, and no party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the basis for such indemnification claimed on or before the expiration of such period; (ii) the claim relates to a breach of any representation or warranty contained in Sections 5.7, 5.19 or 5.20, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus sixty (60) days thereafter, or (iii) the claim relates to any representation or warranty in Sections 5.4 and 5.11, excluding the last sentence thereof, in which case the right to indemnification shall survive indefinitely.
Nature and Survival of Representations, Warranties and Covenants. All representations, warranties and covenants of Seller and Purchaser set forth herein shall survive the Initial Closing indefinitely.
Nature and Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the Closing and the completion of the transactions contemplated hereby and shall continue in full force and effect.
Nature and Survival of Representations, Warranties and Covenants. All statements contained in any certificate or other instrument delivered by or on behalf of a Party pursuant to or in connection with the transactions contemplated by this Agreement shall be deemed to be made by such Party hereunder. All representations, warranties, coven-ants and agreements herein contained on the part of each of the Parties shall survive the Closing, the execution and delivery hereunder of share or security transfer instruments and other documents of title to the Purchased Shares and the payment of the considera-tion therefor, provided that the representations and warranties contained in Sections 3.1, 3.2 and 3.3 (except with respect to tax matters or the title of the Vendor to the Purchased Shares which shall survive forever), shall only survive for a period of 2 years from the Closing Date after which time, if no claim shall, prior to the expiry of the said 2 - year period, have been made hereunder against a Party hereto with respect to any incorrect-ness in or breach of any such representation or warranty, such Party shall have no further liability hereunder with respect to such represent-ation or warranty.
Nature and Survival of Representations, Warranties and Covenants. All statements contained in any certificate or other instrument delivered by or on behalf of a Party pursuant to or in connection with the transactions contemplated by this Agreement shall be deemed to be made by such Party hereunder. Subject to section 3.4 above, all representations, warranties, covenants and agreements herein contained on the part of each of the Parties shall survive the Closing, the execution and delivery hereunder of share or security transfer instruments and other documents of title to the Purchased Shares for a period of five years except for representations, warranties, covenants and agreements relating to taxation matters, ERISA matters or environmental matters, each of which shall survive until the applicable statute of limitations in respect of same; and except for matters of fraud, which shall survive forever.
Nature and Survival of Representations, Warranties and Covenants. All representations, warranties and covenants made by XXXXXXX or EAU in this Agreement and in any schedules, certificates or other documents delivered in connection with the transactions contemplated hereby shall survive the Closing and any investigation at any time made or any knowledge received by or on behalf of XXXXXXX or EAU; provided, however, that in the case of indemnification arising under Section 9.2(A) below, no Party shall have any liability unless it is given notice on or before the expiration of twelve (12) months after this Agreement’s execution Date asserting a claim with respect thereto and specifying the factual basis of such claim in reasonable detail to the extent known.
Nature and Survival of Representations, Warranties and Covenants. All of the statements made by the Company and/or each of the Sellers and/or the Purchaser and/or Argotec herein or in any Schedule or Exhibit hereto shall be deemed representations and warranties hereunder and shall be true and correct as of the date hereof and in the case of representations and warranties being certified by the Company and Argotec, as of the Option Closing under Section 11.1. Except for the representations and warranties contained in Sections 3.2, 3.3, 4.1, 4.2, 5.1 and 5.2 which shall survive indefinitely, the representations, warranties, 75 76 covenants and agreements of each of the Company, each Seller, Argotec, and the Purchaser set forth in or made pursuant to this Agreement shall terminate on the Closing Date; provided, however, if the Option shall have been exercised, the representations and warranties of the Company and Argotec recertified pursuant to Section 11.1 shall terminate twelve months after the Option Closing.
Nature and Survival of Representations, Warranties and Covenants
