Reliance and Survival of Representations and Warranties Sample Clauses

Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of the parties hereto or the results of any such investigation, and notwithstanding the participation of the parties in each Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties, and the representations and warranties contained in Article IV and Article V, and the indemnification obligations of Buyer and Seller with respect thereto, shall survive each Closing for a period of 24 months, except for (a) the representations and warranties contained in Section 4.11 (Intellectual Property Rights) and 4.13 (Regulatory Compliance) which shall survive the Closing Date for a period of five years after the Closing Date, (b) the representations and warranties contained in Sections 4.01 (Incorporation; Power and Authority), 4.02 (Execution, Delivery; Valid and Binding Agreement), 4.08 (Title to Assets), 4.16 (Brokerage) and 5.05 (Brokerage) which shall survive indefinitely and (c) the representations and warranties contained in Section 4.14 which shall survive for a period of 4 months after the Closing Date. Notwithstanding the foregoing, any representation or warranty, and the indemnification obligations with respect thereto, that would otherwise terminate in accordance with this Section 9.01 shall continue to survive, if notice of a claim shall have been timely given under Section 9.04 on or prior to such termination date, until such claim has been satisfied or otherwise resolved as provided in this Article IX.
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Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of any of the parties hereto or the results of any such investigation and notwithstanding the participation of such party in the Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties and the representations and warranties contained in ARTICLE V, ARTICLE VI and ARTICLE VII shall survive the Closing in accordance with the terms of this ARTICLE XI. The provisions of ARTICLE III and the covenants of the parties contained in this Agreement shall survive the Closing according to their respective terms.
Sample 1
Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of the parties hereto or the results of any such investigation, and notwithstanding the participation of the parties in the Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties, and the representations and warranties contained in Article IV and Article V, and the indemnification obligations of Seller with respect thereto, shall survive the Closing for a period of 24 months, except for the representations and warranties of Section 4.07 which shall survive the Closing Date for a period of six months after the expiration of the applicable statute of limitations and the representations and warranties of Sections 4.06, 4.08, 4.10, 5.05 and 5.08 which shall survive indefinitely.
Sample 1
Reliance and Survival of Representations and Warranties. The representations and warranties of the Obligors contained in this Debenture and in all certificates delivered pursuant to or contemplated by this Debenture will survive the execution of this Debenture. Each representation and warranty will be deemed to repeat on the date of the drawdown hereunder and each Conversion Date. The Obligors acknowledge that the representations, warranties, covenants and acknowledgements contained in this Debenture are made by the Obligors with the intent that they may be relied upon by the Creditor and its legal
Sample 1
Reliance and Survival of Representations and Warranties. The respective representations and warranties of the Parties contained in Article VII of this Agreement shall (i) be deemed to have been relied upon by each Party to which any such representation or warranty is made, notwithstanding any investigation heretofore or hereafter made by or on behalf of a Party to which any such representation and warranty is made, and (ii) survive the Joint Venture Closing for a period of 18 months (the “Survival Period”). In the event that a representation or warranty set forth in Article VII of this Agreement is breached by the Party making such representation or warranty during the Survival Period and that the Party to whom such breached representation or warranty is made pursuant to such Article VII reasonably makes a good faith claim by giving written notice to such breaching Party prior to the end of the Survival Period which notice sets forth in reasonable detail the claim being made and the applicable representation or warranty which breach gave rise to such claim, such claim, and only such claim, shall survive until such time as such claim is finally resolved notwithstanding the expiration of the Survival Period.
Sample 1
Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of any of the parties hereto or the results of any such investigation and notwithstanding the participation of such party in the Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties and the representations and warranties contained in Article III and Article IV hereof shall survive the Closing in accordance with the terms of this Article VIII. Notwithstanding the foregoing, no party otherwise entitled to indemnification shall be entitled to the same after Closing with respect to any breaches of a representation, warranty or covenant that such party actually knew to be untrue as of or before the Closing Date; provided, however, that, the party asserting such knowledge shall have the burden of proving such knowledge of the other party and that with respect to Buyer, actual knowledge shall mean the actual knowledge of the X.X. Xxxxxxx, X.X.
Sample 1
Reliance and Survival of Representations and Warranties. Notwithstanding any investigation made by or on behalf of the parties hereto or the results of any such investigation and notwithstanding the participation of the parties in the Closing, each party shall be deemed to have relied on the representations, warranties and covenants of the other parties, and the representations and warranties contained in Article IV and Article V hereof shall survive the Closing for a period of eighteen (18) months thereafter, provided, however, that (i) the representations and warranties contained in Section 4.1, Section 4.3, Section 4.4, Section 4.10(c), Section 5.1, Section 5.2 and Section 5.3 and the covenant in Section 6.4(c)(ii) shall survive indefinitely, and (ii) the representations and warranties contained in Section 4.13, Section 4.19 and Section 4.24 shall survive the Closing until the earlier of (A) seven years following the Closing or (B) all applicable statutes of limitation with respect to any Claims governing the respective matters set forth therein have expired.
Sample 1
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Related to Reliance and Survival of Representations and Warranties

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Nature and Survival of Representations and Warranties All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Effect of Representations and Warranties The representations and ---------------------------------------- warranties contained in this Agreement or in any List shall terminate immediately after the Effective Time of the Merger.

  • Limitation of Representations and Warranties Except as may be expressly represented or warranted in this Agreement by Seller, Seller makes no representations or warranties whatsoever with regard to any asset being transferred to Purchaser or any liability or obligation being assumed by Purchaser or as to any other matter or thing.

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