Survival and Limitation of Representations and Warranties. AND INDEMNIFICATION
Survival and Limitation of Representations and Warranties. (a) All representations, warranties, covenants and obligations made or undertaken by Sellers in this Agreement or in any document, instrument or agreement executed and delivered pursuant hereto are material, have been relied upon by Purchaser in entering into this Agreement. All representations, warranties and covenants of Principal Shareholder and LLC described in Section 3.29(a) through (h) shall survive for a period two (2) years after the Closing Date. All representations, warranties, covenants and obligations made or undertaken by Company in this Agreement or the Transaction Documents or in any document, instrument or agreement executed and delivered pursuant hereto (other than covenants and obligations which by their terms herein are to continue or to be performed after Closing) shall survive for a period of two (2) years after the Closing Date. Any examination, inspection or audit of the Company Assets, financial condition or other matters of Company or the Business conducted by Purchaser or on its behalf on or prior to Closing shall in no way limit, affect or impair the ability of Purchaser to rely upon the representations, warranties, covenants and obligations of Company set forth herein.
Survival and Limitation of Representations and Warranties. (a) The representations and warranties of Seller set forth in this Agreement or any documents executed in connection herewith shall survive the Closing, but, any action, suit or proceeding brought by Purchaser against Seller under this Agreement or under any such documents shall be commenced and served, if at all, on or before the date which is six (6) months after the date of Closing and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect.
Survival and Limitation of Representations and Warranties. All claims under the respective representations and warranties of MSI and Biosym contained herein and in any instrument delivered by them hereunder shall be made no later than twelve (12) months after the Closing Date, except that claims in connection with representations and warranties in Sections 3.6 or 4.6 may be made not later than the applicable statute of limitations for the underlying tax liabilities described therein. The respective representations, warranties and covenants of MSI and Biosym in this Agreement shall expire and be terminated and extinguished twelve (12) months after the Closing Date; provided however, the obligations of Corning under Sections 5.10 and 5.11 shall survive for the relevant statutory period.
Survival and Limitation of Representations and Warranties. (a) All representations, warranties, covenants and obligations made or undertaken by Selling Parties in this Agreement shall survive the Closing. All such representations, warranties, covenants and obligations described in Sections 3.1, 3.2, 3.3, 3.5, 3.6(a) and 3.7 (“Fundamental Representations and Obligations”) shall survive the Closing until 5:00 p.m. Eastern Time on the date that is six (6) years after the Closing Date and shall not merge in the performance of any obligation by any party hereto. All other representations, warranties, covenants and obligations made or undertaken by Selling Parties in this Agreement or the Transaction Documents or in any document, instrument or agreement executed and delivered pursuant hereto (“General Representations”) shall survive for a period continuing until sixty (60) days after the end of the Earn-Out Period. Any examination, inspection or audit of the Acquired Assets, financial condition or other matters of Company or the Business conducted by Purchaser or on its behalf on or prior to Closing shall in no way limit, affect or impair the ability of Purchaser to rely upon the representations and warranties made by the Selling Parties in Article 3 hereof.
Survival and Limitation of Representations and Warranties. The representations and warranties set forth in this Agreement are made as of the date of this Agreement and are remade as of the Closing Date and Section 5.1 shall survive the Closing but written notification of any claim arising therefrom must be received by Seller within one (1) year of the Closing Date or such claim shall be forever barred and Seller shall have no liability with respect thereto.
Survival and Limitation of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall survive the Closing Date for a period not to exceed nine (9) months (the “Survival Period”), and upon expiration thereof shall be of no further force or effect, except to the extent that with respect to any particular alleged breach, the non-breaching party delivers written notice on or prior to the expiration of the Survival Period of such alleged breach with reasonable detail as to the nature of such breach, and, to the extent disputed by the breaching party, files an action against the breaching party with respect thereto within sixty (60) days after the giving of such notice. Notwithstanding anything to the contrary contained in this Agreement, Seller will have no liability to Purchaser for the breach of any representation or warranty made in this Agreement unless the loss resulting from Seller’s breach of its representations and warranties exceeds, in the aggregate, Fifty Thousand and 00/100 Dollars ($50,000.00), in which event Seller will be liable for each dollar of damages resulting from the breach or breaches of its representations and warranties, but in no event will Seller’s total liability for any such breach or breaches exceed, in the aggregate, Three Hundred Thousand and 00/100 Dollars ($300,000.00). In no event will Seller be liable for, nor will Purchaser seek, any consequential, indirect or punitive damages; and in no event will any claim for a breach of any representation or warranty of Seller be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to the Closing or which was contained in the Due Diligence Materials. This provision shall survive Closing.
Survival and Limitation of Representations and Warranties. Except for Seller’s representations and warranties in Section 5.1.15 which shall survive until the expiration or termination of the Lease Term (as such term is defined in the Master Lease), the representations and warranties of Seller set forth in this Agreement or any documents executed in connection herewith shall survive the Closing for a period of twelve (12) months.
Survival and Limitation of Representations and Warranties. The representations and warranties set forth in this Agreement, including but not limited to those set forth in Section 1.2, Section 3.3.2 and Section 5.1 above (collectively the “Surviving Obligations”), are made as of the date of this Agreement and are remade as of the Closing Date and shall survive the Closing but written notification of any claim arising therefrom must be received by Seller within one (1) year of the Closing Date or such claim shall be forever barred and Seller shall have no liability with respect thereto. In addition, upon Seller’s receipt of written notification of any such claim, Seller shall first be afforded at least sixty (60) days to cure any breach of Seller’s representations and warranties prior to Purchaser’s filing any claim in connection therewith. The aggregate liability of Seller for breach of any representations and warranties shall not exceed $100,000; and recovery of actual damages up to that amount is Purchaser’s sole and exclusive remedy for any such breach; provided, however, Seller shall have no liability to Purchaser for matters disclosed by Seller or discovered by Purchaser prior to Closing. For matters disclosed or discovered prior to Closing, Purchaser’s sole rights and remedies shall be as set forth in Section 11.2. Whenever a representation or warranty is made in this Agreement on the basis of the knowledge of Seller, such representation or warranty is made with the exclusion of any facts otherwise known or disclosed to Purchaser, and is made solely on the base of the actual knowledge without inquiry or investigation of Xxxxx Xxxxx and Xxxxx Xxxxxx.
Survival and Limitation of Representations and Warranties. Without limiting Purchaser's recourse in the case of actual and intentional fraud, the representations and warranties contained in this Agreement, the Purchaser's Closing Certificate, and Sellers' Closing Certificate shall not survive Closing, other than pertaining to: (i) Individual and Corporation Fundamental Representations and Corporation Fundamental Representations, which survive the Closing and shall remain in full force and effect until the sixth anniversary of the Closing Date, and (ii) Section 3.2(ee) (Tax Matters), which shall survive the Closing and shall remain in full force and effect until 60 days following the expiration of the applicable statute of limitations and any extensions thereof granted prior to the Closing or with the prior written consent of the Agent (not to be unreasonably withheld, conditioned or delayed). The covenants and agreements of Sellers and Purchaser contained in this Agreement that are required to be performed or fulfilled (a) at or prior to the Closing shall terminate at, and not survive, the Closing and (b) after the Closing shall continue in full force and effect in accordance with their respective terms. Notwithstanding anything to the contrary contained in this Section 9.1, nothing herein shall limit in any way any Party's rights and remedies in the case of actual and intentional fraud with respect to any representation or warranty expressly set forth herein.
