Survival and Time Limitations. (a) All representations, warranties, covenants and agreements of Seller and the Principals in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any representation that is not a Fundamental Representation or any breach of a covenant or agreement in this Agreement to be performed and complied with as of the Closing Date (but not including any agreement or covenant to be performed or complied with at or after the Closing) unless Buyer notifies Seller of such a claim on or before the date that is two years after the Closing Date. Seller and the Principals shall not have any Liability with respect to any claim for any breach or inaccuracy of any Tax Representation unless Buyer notifies Seller of such a claim on or before the date that is 90 days after the expiration of the applicable statute or period of limitations (including any extension of such statute or period of limitations). Any claim for any breach or inaccuracy of a Title Representation or breach of an agreement or covenant to be performed or complied with at or after the Closing may be made at any time before the last day of the ultimate limitation period permitted by applicable Law. No party shall have any liability or obligation of any nature with respect to any representation, warranty, agreement or covenant after the termination thereof, except with respect to a claim for indemnification under this Article VIII if written notice thereof has been given in accordance with the provisions hereof by Buyer to Seller prior to the end of the applicable survival period set forth in this Section 8.3(a). Notwithstanding anything to the contrary contained herein, if such written notice has been given in accordance with the provisions hereof and prior to the termination of the applicable representation, warranty, covenant or agreement, then the relevant representations, warranties, covenants and agreements shall survive as to such claim until the claim has been finally resolved.
(b) All representations, warranties, covenants and agreements of Buyer in this Agreement, any Transaction Document and any other certificate or document delivered pursuant to this Agreement shall survive the Closing. Except in the case of Fraud, Buyer shall not have any Liability with respect to any clai...
Survival and Time Limitations. All representations, warranties, covenants, obligations and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, obligations and agreements will not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, obligations and agreements. If the Closing occurs, Sellers will have no liability with respect to any claim under Section 6.1(a)(i) or Section 6.1(b) unless Buyer notifies Seller Representative of such a claim on or before the date that is twenty-four (24) months of the Closing Date; provided, however, that (a) any claim relating to any representation made in Section 3.9(b) through 3.9(f) (Legal Compliance), Section 3.10 (Tax Matters), Section 3.16 (Employees), Section 3.17 (Employee Benefits), and Section 3.21 (Certain Business Relationships with the Company) may be made at any time until sixty (60) days following the expiration of the applicable statute or period of limitations applicable to such claim and (b) any claim relating to any representation made in Section 2.1(a) (Organization, Qualification, and Power), Section 2.1(b) (Authorization of Contemplated Transactions), Section 2.1(c) (Non- contravention), Section 2.1(d) (Brokers’ Fees), Section 2.1(e) (Target Securities), Section 2.1(f) (Ancillary Agreements), Section 2.1(g) (U.S. Securities Regulation), Section 2.1(h) (Canadian Securities Regulation), Section 3.1 (Organization, Qualification, and Power), Section 3.2 (Authorization of Contemplated Transactions), Section 3.3 (Capitalization and Subsidiaries), Section 3.4(b) (Non-contravention), and Section 3.5 (Brokers’ Fees) may be made at any time without any time limitation (collectively, the representations and warranties described in clauses (a) and (b) are referred to as the “Fundamental Representations”) and (c) any claim arising from fraud or willful misconduct, the items referenced in Schedule 6.1(a)(v), or the Taxes for which Sellers are liable pursuant to Section 7.1 may be made at any time without limitation. If the Closing occurs, Buyer will have no liability with respect t...
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies such Seller of such a claim on or before December 31, 2016; provided, however, that (a) any claim relating to Section 4.19 (environmental) or 4.21 (employee benefits) may be made at any time until December 31, 2018, (b) any claim relating to Section 4.15 (taxes) may be made at any time until the date 45 days after the expiration of the statute or period of limitations (including up to two (2) extensions of such statute or period of limitations) applicable to Third-Party Claims with respect thereto and (c) any claim relating to Article III (the Seller) or Section 4.1 (organization), 4.2 (capitalization), 4.3 (authority), 4.4 (conflicts), 4.7 (no undisclosed liabilities), 4.8 (title to assets), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. The Buyer will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Seller notifies the Buyer of such a claim on or before December 31, 2016; provided, however, that any claim relating to Section 5.3 (Alpine 4 stock), fraud, or any covenant or agreement to be performed or complied with at or after the Closing may be made at any time without any time limitation. If the Buyer or the Seller, as applicable, provides proper notice of a claim within the applicable time period set forth above, liability for such claim will continue until such claim is resolved.
Survival and Time Limitations. All representations, warranties, covenants and agreements of the Buyer, Company and the Sellers in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing. The Sellers will have no Liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement or any other certificate or document delivered pursuant to this Agreement unless the Buyer notifies the Sellers of such a claim on or before twelve months following the Closing.
Survival and Time Limitations. (a) The representations and warranties of the Caesars Parties contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that:
(i) The representations and warranties set out in Sections 7.1, 7.2, 7.3, 7.4 and 7.8 shall survive and continue in full force and effect forever;
(ii) The representations and warranties set out in Sections 7.5, 7.6 and 7.13 shall survive and continue in full force and effect until sixty (60) days have elapsed after the expiration of the applicable statutes of limitations (taking into account any extensions thereof); and
(iii) A claim for any breach by the Caesars Parties of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject to applicable limitation periods imposed by Law.
(b) The representations and warranties of CAC and Growth Partners contained in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing and shall continue for a period of eighteen (18) months after the Closing Date and any claim in respect thereof shall be made in writing during such time period, except that:
(i) The representations and warranties set out in Sections 8.1, 8.2, 8.3 and 8.8 shall survive and continue in full force and effect forever; and
(ii) A claim for any breach by CAC or Growth Partners of any of their representations and warranties contained in this Agreement involving fraud may be made at any time subject only to applicable periods imposed by Law.
(c) Each covenant of the Parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive for the time period contemplated for performance.
Survival and Time Limitations. All representations, warranties, covenants and agreements of the parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing and will last for a period of three years.
Survival and Time Limitations. Except as otherwise provided in this section, all representations, warranties, covenants and agreements of the Parties in this Agreement or any other certificate or document delivered pursuant to this Agreement will survive the Closing for a period of eighteen (18) months. The right to indemnification, payment of any losses or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. Notwithstanding the foregoing, the Seller Parties will have no liability with respect to any claim under Section 9.1(a)(i) unless Buyer notifies the Representative of such a claim on or before the eighteen (18) month after the Closing Date; provided, however, that any claim relating to any of the Excluded Fundamental Representations may be made at any time until the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation; and (c) any claim resulting from, arising out of, relating to, in the nature of, or caused by intentional breaches of the representations and Fraud may be made at any time until the six-year anniversary of the Closing Date. Buyer will have no liability with respect to any claim for any breach or inaccuracy of any representation or warranty in this Agreement unless the Seller Parties notify Buyer of such a claim on or before the eighteen (18) month anniversary of the Closing Date; provided, however, that any claim relating to any of the Buyer Fundamental Representations or assumed Guaranty may be made at any time until the six-year anniversary of the Closing Date or 60 days after the applicable statute of limitations applicable to such Excluded Fundamental Representation or assumed Guaranty. Notwithstanding anything to the contrary contained herein, if Buyer or the Seller Parties, as applicable, provides notice of a claim in accordance with the terms of this Agreement within the applicable time period set forth above, then liability for such claim will continue until such claim is fully resolved.
Survival and Time Limitations. This Agreement, including all terms, conditions and covenants contained herein will survive the Closing. Notwithstanding anything to the contrary in this Agreement, Sellers shall have no liability (for indemnification or otherwise) with respect to any breach of any representation or warranty made by Sellers or any covenant or obligation to be performed or complied with by Sellers unless on or before the later of the date that is twenty-four (24) months after the Closing Date or ninety (90) days following the expiration of the applicable statute or period of limitations, any Purchaser notifies Sellers, in writing delivered in accordance with Section 6.6, of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by such Purchaser; provided, however, that any claims of fraud shall survive indefinitely. The time limitation set forth in this Section 5.4 excludes any claims related to the U.S. Investigation, which should survive until such investigation is concluded.
Survival and Time Limitations. All representations and warranties contained in this Agreement shall survive the Closing for a period of 24 months after the Closing Date, whereupon all such representations and warranties shall expire and terminate and shall be of no further force or effect, except that the representations and warranties set out in Sections 3.1, 3.2, 3.3, 3.13, 3.18, 3.22, 4.1, 4.3 and 4.6 (collectively, the “Fundamental Representations”) shall survive until the date that is 30 days after expiration of the applicable statute of limitations. All covenants and agreements set out in this Agreement shall survive the Closing until the date set forth for expiration of such covenant (if an expiration date is specifically so stated) or otherwise until the date that is five years after the Closing Date. The indemnification obligations pursuant to this Article VII for Losses arising from a breach of a representation, warranty or covenant shall terminate at the expiration of the relevant survival period set forth in this Section 7.3, unless the party seeking indemnification (the “Indemnified Party”) delivers written notice to the party from whom indemnification is sought (the “Indemnifying Party”) in accordance with the applicable provisions of this Article VII.
Survival and Time Limitations. Each of the representations and warranties of Seller contained in this Agreement shall survive the Closing of the transactions contemplated hereby for a period of twelve (12) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach of any representation or warranty under this Agreement, may be brought, and no action with respect thereto may be commenced, and Seller shall have no liability or obligation with respect thereto, unless (i) Purchaser gave written notice to Seller specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, or (ii) the claim relates to one or more of the Core Representations, in which case the representation or warranty shall survive the Closing (A) in the case of Section 3.8, until expiration of the applicable statute of limitations, (B) in the case of Section 3.9, until expiration of the applicable statute of limitations, and (C) in the case of all other Core Representations, indefinitely. The covenants and agreements arising from, incident to or in connection with this Agreement shall survive the Closing until such covenants and agreements are fully satisfied and require no performance or forbearance or the rights of a party hereto expire on a specific date by the terms hereof. For purposes of this Article 8, the “Core Representations” are those representations and warranties made by Seller in Section 3.1 (Organization), Section 3.2 (Due Authorization), Section 3.4 (Clear Title), Section 3.8 (Tax Matters), Section 3.9 (Employee Benefits), and Section 3.21 (Brokers).
