Representations and Warranties; Survival. The representations and warranties set forth herein are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Property by Lessee and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.
Representations and Warranties; Survival. The representations and warranties of any party other than ANS in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and shall remain in effect for the applicable periods of indemnity provided in Section 5.2; ANS's representations and warranties, however, in this Agreement or in any instrument delivered pursuant to this Agreement, shall expire upon the Closing.
Representations and Warranties; Survival. (a) Each of the Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization except where the failure to do so, individually or in the aggregate, could not reasonably be expected to materially and adversely affect the ability of such Person to perform its obligations under any Loan Document.
(b) Each of the Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders that this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c) All covenants, agreements, representations and warranties made by the Borrower or the Guarantor herein shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the execution and delivery of this Agreement and the making of any Advances, regardless of any investigation made by or on behalf of the Administrative Agent, any Lender or any other Person and notwithstanding that the Administrative Agent, any Lender or any other Person may have had notice or knowledge of any default or incorrect representation or warranty at the time any Loan Document is executed and delivered or any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Advance or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of this Section 3.04 shall survive and remain in full force and effect regardless of the repayment of the Advances, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.
Representations and Warranties; Survival. Anything in this Agreement to the contrary notwithstanding, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the applicable Closing and shall remain operative and in full force and effect for a period of twelve (12) months after the applicable Closing Date, regardless of any investigation or statement as to the results thereof made by or on behalf of either Party hereto except that the representations and warranties contained in Section 3(a) and 3(b) (Organization; Authorization; Enforceability), Section 3(f) (Broker), Section 3(i) (Material Agreements), Section 3(j) (Environmental Matters), Section 3(k) (Bankruptcy Matters), Section 3(l) (Taxes), Section 3(m) (Anti-Corruption Laws), Section 4(a) (Organization and Business; Power and Authority; Effect of Transaction), Section 4(d) (Broker or Finder), Section 4(e) (Financial Capacity), Section 4(f) (Proceeds), Section 4(g) (Bankruptcy), Section 4(h) (Anti-Corruption Laws) and Section 4(i) (No Third Parties Rights) will survive the applicable Closing and will remain in full force and effect until the expiration of the applicable statute of limitations relating thereto. If Developer or [***], as applicable, deliver written notice to the other Party of an indemnification claim for a breach of a representation, warranty or covenant under this Agreement within the survival period, such claim shall survive until final settlement or judgment of such claim.
Representations and Warranties; Survival. The representations and warranties of AVC contained in this Agreement shall not survive the completion of the Acquisition and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms; provided, however, that this Section 5.2 will not limit any covenant or agreement that, by its terms, contemplates performance after the Closing Date or the date on which this Agreement is terminated, as the case may be.
Representations and Warranties; Survival. The representations and warranties of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive the Closing, and shall remain operative and in full force and effect for a period of two (2) years after the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 3.1, 3.9, 3.19, 3.14, 3.21, 3.22, 3.23, 3.24, 4.1 and 4.2 shall survive and remain operative and in full force and effect until ninety (90) days after all potential claims thereof shall be barred by the applicable statute of limitations. The covenants and agreements of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive (unless any such covenant or agreement by its express terms in this Agreement does not so survive) and shall remain operative and in full force and effect for the statute of limitations applicable to contractual obligations.
Representations and Warranties; Survival. Anything in this Agreement to the contrary notwithstanding, the representations and warranties of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive each Closing and shall remain operative and in full force and effect for a period of twelve (12) months after such Closing Date (each such 12 month period a “Representations Survival Period”), regardless of any investigation or statement as to the results thereof made by or on behalf of either party hereto except that the representations and warranties contained in Sections 4.1(a) (Organization and Business; Power and Authority; Capitalization; Effect of Transaction), 4.4(a) (Properties), 4.6 (Broker or Finder), 4.9 (Taxes), 4.13 (Bankruptcy Matters), and 4.14 (No Third Party Rights) will survive the applicable Closing and will remain in full force and effect until the expiration of the applicable statute of limitations relating thereto. For the avoidance of doubt, the parties hereby agree and acknowledge that the Representations Survival Period is a contractual statute of limitations and any claim brought by any party to this Agreement pursuant to this Article 9 must be brought or filed prior to the expiration of the Representations Survival Period. The covenants and agreements of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive each Closing (unless any such covenant or agreement by its express terms in this Agreement does not so survive) and shall remain operative and in full force and effect for the statute of limitations applicable to contractual obligations (“Covenant Survival Period” together with the Representations Survival Period, the “Indemnity Period”).
Representations and Warranties; Survival. The representations and warranties of the parties contained in or made pursuant to this Agreement or any Collateral Document shall survive the Closing, and shall remain operative and in full force and effect for *** following the Closing Date; provided, however, that (a) the representations and warranties contained in *** shall survive and remain operative and in full force and effect for a period of *** following the Closing Date and (b) the representations and warranties that have been made the subject of a Claim prior to such expiration date shall survive with respect to such Claim until the final resolution of such Claim pursuant to this Article 8. The covenants and agreements of the parties contained in or made pursuant to this Agreement or any Collateral Document that are to be performed after the Closing Date shall survive (unless any such covenant or agreement by its express terms in this Agreement survives for a specified period of time) and shall remain operative and in full force and effect ***. This Section shall not limit any claim by Purchaser for fraud.
Representations and Warranties; Survival. (a) All representations, warranties, agreements, covenants and obligations herein or in the Schedules hereto or in any document or instrument delivered pursuant hereto or in any certificate delivered by any party incident to the transactions contemplated hereby are material and (i) shall be deemed to have been relied upon by the parties to whom they are made,
Representations and Warranties; Survival. All statements contained in any documents, certificates or other instruments delivered by or on behalf of Seller, Swan or Buyer pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed representations and warranties by Seller, Swan or Buyer hereunder. All representations and warranties and agreements made by Seller, Swan or Buyer in this Agreement or in any documents, certificates, or other instruments delivered pursuant hereto that, by their nature or their express terms, were intended to survive the Closing shall so survive the Closing hereunder (and any investigation at any time made by or on behalf of Seller, Swan or Buyer).
