SURVIVAL AND BENEFIT. 28.1 Except as otherwise expressly provided herein, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and the consummation of the transactions provided for herein.
28.2 The covenants, agreements and undertakings of each of the parties hereto are made solely for the benefit of, and may be relied on only by, the other party hereto, their transferees and assigns, and are not made for the benefit of, nor may they be relied upon, by any other person whatsoever.
28.3 This Agreement shall not be construed more strictly against one party then against the other, merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Purchaser and Seller have contributed substantially and materially to the preparation of this Agreement.
SURVIVAL AND BENEFIT. All agreements, obligations and indemnities of the parties shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Except as otherwise expressly set forth herein, all representations, warranties and indemnities shall survive Closing for a period of one (1) year.
SURVIVAL AND BENEFIT. Except as otherwise expressly provided herein or in the Omnibus Agreement, each agreement, representation or warranty made in this Agreement by or on behalf of either party, or in any instruments delivered pursuant hereto or in connection herewith, shall not survive the Closing Date or the consummation of the transactions provided for herein.
SURVIVAL AND BENEFIT. Only those agreements, covenants, indemnifications and obligations of the parties hereunder set forth in Sections 4.3(b), 5.1, 7.1(c), 7.1(d), 7.4(b), and the representations and warranties of Purchaser set forth in Section 7.3 shall survive the Closing and inure to the benefit of and be binding upon the respective successors and assigns of the parties. The indemnifications set forth in Sections 5.1 and 7.1(c) shall survive termination of this Agreement prior to Closing. Subject to the provisions of the second paragraph of Section 7.4(a) (i) the representations and warranties of Seller contained in this Agreement shall survive the Closing only as hereinafter set forth and (ii) any liability of Seller to Purchaser based on any inaccuracy of Seller's representations and warranties contained in this Agreement shall expire without notice from or to any party hereto (including Purchaser's designee) unless:
(i) Purchaser (or its designee) shall give written notice to Seller within three (3) months after the Closing Date that any of such representations and warranties were inaccurate in any material respect, specifying in detail the nature of any such inaccuracy and certifying to Seller that Purchaser and its designee and Permittees were not aware of such inaccuracy at the time of the Closing; and
(ii) Purchaser (or its designee) shall commence legal proceedings against Seller for damages suffered as a result of the inaccuracy specified in such notice given to Seller (pursuant to 10.3(i) above) no later than December 1, 1997. Notwithstanding anything herein to the contrary, and subject to the provisions of Section 10.7 hereof, the maximum amount of liability of Seller for any agreements, indemnification, obligations, representations, and warranties which shall survive the Closing shall be $400,000.00, including any costs of litigation which Purchaser or its designee may incur to enforce such post-closing obligations or liabilities of Seller.
SURVIVAL AND BENEFIT. The representations, warranties, agreements, obligations and indemnities of the parties shall survive Closing without limit, and the same shall inure to the benefit of and be binding upon the respective successors and assigns of the parties; provided, however, that the representations and warranties set forth in Sections 7.1(i) through (z) shall survive for a period of only one year following the Closing Date, and any claims which may be made thereunder after said one-year anniversary shall be forever barred; provided further, however, that, if notice of any such claim is given prior to the end of such one-year period, then such claim shall survive until such later date as such claim is finally resolved.
SURVIVAL AND BENEFIT. All agreements, obligations and indemnities of Purchaser hereunder shall survive for a period of one (1) year from and after the Closing, and the same shall inure to the benefit of Seller's successors and assigns and be binding upon Purchaser's successors and assigns.
SURVIVAL AND BENEFIT. Except as otherwise herein expressly provided, this Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, and Executive, his heirs, executors, administration and legal representatives.
SURVIVAL AND BENEFIT. All representations, warranties, agreements, indemnifications and obligations of the party shall, notwithstanding any investigation made by any party hereto, survive the closing and the same shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. The obligations of the parties to return or deliver or cause to be returned or delivered the Deposit, shall survive any termination of this Agreement.
SURVIVAL AND BENEFIT. All agreements, indemnifications, and obligations of the Parties detailed in this Agreement which are intended to be performed in whole or in part after the Closing shall survive the Closing and the same shall inure to the benefit of, and be binding upon, the respective permitted successors and assigns of the Parties. Notwithstanding the foregoing, except as otherwise expressly set forth elsewhere in this Agreement, all of the representations and warranties of Seller set forth in this Agreement shall survive the delivery of the Deed and the Closing for a period of twenty four (24) months only; provided, however, that Seller shall not have any liability or obligation with respect to any representation or warranty contained in this Agreement, unless on or prior to a date which is not later than six (6) months following the Closing Date, Purchaser shall have notified the other Party in writing setting forth specifically the representation or warranty allegedly breached, and a description of the alleged breach in reasonable detail. All liability or obligations of Seller under any representation or warranty shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered as contemplated above on or prior to six (6) months following the Closing Date
SURVIVAL AND BENEFIT. Except as otherwise provided herein, all representations, warranties, agreements, obligations and indemnities of the parties (including, but not limited to, Sections 3, 11, 12, 13, 14 and 16 of this Agreement) shall, notwithstanding any investigation made by any party hereto, survive Closing for a period of twelve (12) months and all agreements, obligations and indemnities of the parties shall, notwithstanding any investigation made by any party hereto, survive Closing for a period of twelve (12) months and the same shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.
