Common use of Nature and Survival of Representations Clause in Contracts

Nature and Survival of Representations. All statements made by or on behalf of Sellers or Parent herein or in the Schedules shall be deemed representations and warranties of Sellers or Parent regardless of any investigation, audit or inspection made by or on behalf of Buyer. Except for Claims involving fraud, the representations and warranties made by either of the Sellers or Parent, on the one hand, and by Buyer, on the other hand, under this Agreement shall survive until eighteen (18) months following the Closing Date (whereupon they shall expire and be of no further force and effect unless written notice of a claim is given by the Indemnitee to the Indemnitor prior to expiration, which Claims shall survive until resolved) except that (a) the representations and warranties set forth in Section 4.15 (Taxes) shall survive the Closing until ninety (90) days after the expiration of the applicable statute of limitations, and (b) the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3(a), (b) and (e) (Absence of Conflicting Agreements), Section 4.5 (Title to Purchased Assets; Liens and Encumbrances), Section 4.21 (Brokers), Section 5.1 (Organization), Section 5.2 (Authorization; Xxxxxxxxxxxxxx), Xxxxxxx 5.3 (Absence of Conflicting Agreements), Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements), Section 6.4 (Brokers) and Section 6.8 (Xxxx-Xxxxx-Xxxxxx Act) shall survive indefinitely.

Nature and Survival of Representations. All statements made by or on behalf of Sellers Company or Parent Seller herein or in the Schedules shall be deemed representations and warranties of Sellers Company or Parent Seller regardless of any investigation, audit or inspection made by or on behalf of Buyer. Except for Claims involving fraud, the representations and warranties made by either of the Sellers Company or ParentSeller, on the one hand, and by Buyer, on the other hand, under this Agreement shall survive until eighteen (18) months following the Closing Date (whereupon they shall expire and be of no further force and effect unless written notice of a claim is given by the Indemnitee to the Indemnitor prior to expiration, which Claims shall survive until resolved) except that (ai) the representations and warranties set forth in Section 4.15 (Taxes) shall survive the Closing until ninety one (901) days day after the expiration of the applicable statute of limitationslimitations (giving effect to any valid extensions, mitigation, waivers and tolling periods), provided that such claims asserted in writing with reasonable specificity prior to the expiration of such indemnification period shall not thereafter be barred by the expiration of such indemnification period, and (bii) the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3(a), (b) and (e) (Absence of Conflicting Agreements), Section 4.5 (Ownership and Possession of Shares; Good Title Conveyed; Capitalization; Title to Purchased Broadcasting Assets; Liens and Encumbrances), Section 4.21 (Brokers), Section 5.1 (Organization), Section 5.2 (Authorization; Xxxxxxxxxxxxxx), Xxxxxxx 5.3 (Absence of Conflicting Agreements), Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements), ) and Section 6.4 (Brokers) and Section 6.8 (Xxxx-Xxxxx-Xxxxxx Act) shall survive indefinitely.

Nature and Survival of Representations. All statements made by or on behalf of Sellers or Parent herein or in the Schedules shall be deemed The representations and warranties of Sellers or Parent regardless of any investigation, audit or inspection made by or on behalf of the Buyer. Except for Claims involving fraud, the representations Seller and warranties made by either of the Sellers or Parent, on the one hand, and by Buyer, on the other hand, under Principals contained in this Agreement shall survive the Closing until the eighteen (18) months following month anniversary of the Closing Date (whereupon they shall expire and be of no further force and effect unless written notice of a claim is given by the Indemnitee to the Indemnitor prior to expirationDate; provided, which Claims shall survive until resolved) except however, that (a) the representations and warranties set forth made in Section 4.15 4.1(j) (TaxesBenefit Plans/ERISA), Section 4.1(n) (Tax Matters) or Section 4.1(o) (Environmental) shall survive the Closing until ninety sixty (9060) days after following the expiration of the applicable statute of limitations, and (b) the representations and warranties set forth made in Section 4.1 4.1(a) (OrganizationOrganization of the Seller), Section 4.2 4.1(b) (Authorization; Enforceability), Section 4.3(a), (b) and (e4.1(g)(i) (Absence of Conflicting AgreementsAssets), Section 4.5 4.1(r) (Title to Purchased Assets; Liens and EncumbrancesBrokers’ Fees), Section 4.21 4.2(a) (BrokersOrganization of the Buyer), Section 5.1 4.2(b) (OrganizationAuthorization), or Section 5.2 (Authorization; Xxxxxxxxxxxxxx), Xxxxxxx 5.3 (Absence of Conflicting Agreements), Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements), Section 6.4 4.2(e) (Brokers) and Section 6.8 (Xxxx-Xxxxx-Xxxxxx Act’ Fees) shall survive the Closing indefinitely. Notwithstanding the immediately preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement will survive the time at which it would otherwise terminate pursuant to the immediately preceding sentence if written (i) notice of the inaccuracy or breach thereof giving rise to such right of indemnity and (ii) demand for indemnification shall have been given to the Party against whom such indemnity may be sought prior to such time; provided, however, that the applicable representation or warranty will survive only with respect to the particular inaccuracy or breach specified in such written notice. All covenants and agreements of the Parties contained in this Agreement shall survive the Closing indefinitely.

Nature and Survival of Representations. All statements made by or on behalf of Sellers or Parent herein or in the Schedules shall be deemed The representations and warranties of Sellers or Parent regardless of any investigation, audit or inspection made by or on behalf of the Buyer. Except for Claims involving fraud, the representations Sellers and warranties made by either of the Sellers or Parent, on the one hand, and by Buyer, on the other hand, under Shareholders contained in this Agreement shall survive until eighteen (18) months following the Closing Date until the second (whereupon they shall expire and be 2nd) anniversary of no further force and effect unless written notice of a claim is given by the Indemnitee to the Indemnitor prior to expirationClosing Date; provided, which Claims shall survive until resolved) except however, that (a) the representations and warranties set forth made in Section 4.15 4.1(h) (TaxesEmployee Matters), Section 4.1(i) (Benefit Plans/ERISA), Section 4.1(m) (Tax Matters) or Section 4.1(n) (Environmental) shall survive the Closing until ninety (90) days after the expiration of the applicable statute of limitations, and (b) the representations and warranties set forth made in Section 4.1 4.1(a) (OrganizationOrganization of the Sellers), Section 4.2 4.1(b) (Authorization; Enforceability), Section 4.3(a), (b) and (e4.1(f) (Absence of Conflicting AgreementsAssets), Section 4.5 4.1(p) (Title to Purchased Assets; Liens and EncumbrancesReal Estate), Section 4.21 4.1(r) (Brokers’ Fees), Section 5.1 4.2(a) (OrganizationOrganization of the Buyer), Section 5.2 4.2(b) (Authorization; Xxxxxxxxxxxxxx), Xxxxxxx 5.3 (Absence of Conflicting Agreements), or Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements), Section 6.4 4.2(f) (Brokers) and Section 6.8 (Xxxx-Xxxxx-Xxxxxx Act’ Fees) shall survive the Closing indefinitely. Notwithstanding the immediately preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement will survive the time at which it would otherwise terminate pursuant to the immediately preceding sentence if written (i) notice of the inaccuracy or breach thereof giving rise to such right of indemnity and (ii) demand for indemnification shall have been given to the Party against whom such indemnity may be sought prior to such time; provided, however, that the applicable representation or warranty will survive only with respect to the particular inaccuracy or breach specified in such written notice. None of the covenants or other agreements contained in this Agreement shall survive the date of the Closing other than those which by their terms contemplate performance after the date of the Closing, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims for breach of covenant asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice form the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims will survive until finally resolved.

Nature and Survival of Representations. All statements made by or on behalf of Sellers or Parent herein or in the Schedules shall be deemed The representations and warranties of Sellers or Parent regardless of any investigation, audit or inspection made by or on behalf of the Buyer. Except for Claims involving fraud, the representations Sellers and warranties made by either of the Sellers or Parent, on the one hand, and by Buyer, on the other hand, under Principals contained in this Agreement shall survive the Closing until the eighteen (18) months following month anniversary of the Closing Date (whereupon they shall expire and be of no further force and effect unless written notice of a claim is given by the Indemnitee to the Indemnitor prior to expirationDate; provided, which Claims shall survive until resolved) except however, that (a) the representations and warranties set forth made in Section 4.15 4.1(i) (TaxesEmployee Matters), Section 4.1(j) (Benefit Plans/ERISA), Section 4.1(n) (Tax Matters), Section 4.1(o) (Environmental) and Section 4.1(s) (Immigration Matters) shall survive the Closing until ninety sixty (9060) days after following the expiration of the applicable statute of limitations, and (b) the representations and warranties set forth made in Section 4.1 4.1(a) (OrganizationOrganization of the Seller), Section 4.2 4.1(b) (Authorization; Enforceability), Section 4.3(a), (b) and (e4.1(g) (Absence of Conflicting AgreementsAssets), Section 4.5 4.1(t) (Title to Purchased Assets; Liens and EncumbrancesBrokers’ Fees), Section 4.21 4.2(a) (BrokersOrganization of the Buyer), Section 5.1 4.2(b) (OrganizationAuthorization), or Section 5.2 (Authorization; Xxxxxxxxxxxxxx), Xxxxxxx 5.3 (Absence of Conflicting Agreements), Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements), Section 6.4 4.2(e) (Brokers) and Section 6.8 (Xxxx-Xxxxx-Xxxxxx Act’ Fees) shall survive the Closing indefinitely. Notwithstanding the immediately preceding sentence, any representation or warranty in respect of which indemnity may be sought under this Agreement will survive the time at which it would otherwise terminate pursuant to the immediately preceding sentence if written (i) notice of the inaccuracy or breach thereof giving rise to such right of indemnity and (ii) demand for indemnification shall have been given to the Party against whom such indemnity may be sought prior to such time; provided, however, that the applicable representation or warranty will survive only with respect to the particular inaccuracy or breach specified in such written notice. All covenants and agreements of the Parties contained in this Agreement shall survive the Closing indefinitely.

Nature and Survival of Representations. All statements Warranties. --------------------------------------------------------------------- Covenants and Indemnification. ------------------------------ (a) Except as otherwise provided herein, all representations, warranties, covenants and obligations made by or on behalf of Sellers or Parent herein or in the Schedules shall be deemed representations and warranties of Sellers or Parent regardless of any investigation, audit or inspection made by or on behalf of Buyer. Except for Claims involving fraud, the representations and warranties made by either of the Sellers or Parent, on the one hand, and by Buyer, on the other hand, under this Agreement Seller shall survive until eighteen (18) months following the Closing Date for a period of two (whereupon they 2) years, at which time such representations, warranties, covenants and obligations shall expire and be of no further force and effect unless written notice of a claim is given by expire; provided, however, that notwithstanding the Indemnitee foregoing: (i) the Seller's obligations with respect to indemnification as provided in Article XIII shall continue with respect to any matter for which indemnification had been properly sought prior to the Indemnitor prior expiration of such survival period and (ii) all representations, warranties and covenants as to expiration, which Claims shall survive until resolved) except that (a) the representations and warranties title of the Purchased Assets set forth in Section 4.15 (Taxes) shall survive the Closing for five (5) years, as to environmental matters set forth in Section 4.16, eight (8) years, and as to taxes set forth in Section 4.04, until ninety (90) days after the expiration of the applicable statute of limitations, and . (b) Except as otherwise provided herein, all representations, warranties, covenant and obligations made by the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3(a), (b) and (e) (Absence of Conflicting Agreements), Section 4.5 (Title to Purchased Assets; Liens and Encumbrances), Section 4.21 (Brokers), Section 5.1 (Organization), Section 5.2 (Authorization; Xxxxxxxxxxxxxx), Xxxxxxx 5.3 (Absence of Conflicting Agreements), Section 6.1 (Organization), Section 6.2 (Authorization; Enforceability), Section 6.3 (Absence of Conflicting Agreements), Section 6.4 (Brokers) and Section 6.8 (Xxxx-Xxxxx-Xxxxxx Act) Buyer shall survive indefinitelythe Closing Date until the expirations of the applicable statutes of limitations. (c) Except for claims for fraudulent misrepresentations, the parties' remedies for breach of representations, warranties, covenants and obligations herein contained and all other rights and remedies of the parties for breach of this Agreement or in connection with any dispute arising from or out of this Agreement of the transactions effected hereby shall be exclusively governed by and exclusively limited to the causes of action and remedies provided for in this Agreement.