Survival; Investigation. The representations and warranties of the Sellers contained in this Agreement shall survive any investigation by Pxxxxxx and shall not terminate until the first anniversary of the Closing Date (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under this Article IX shall survive the Survival Date if written notice, given in good faith, of a specific breach thereof is given to the Company in accordance with Section 9.5 prior to the Survival Date.
Survival; Investigation. The representations and warranties (i) of X'Xxxxxxxx and Seller contained in Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.11, 4.14, 4.19, 4.27 and 4.28 of this Agreement, and (ii) of Gardena and Buyer contained in Sections 5.3, 5.4, and 5.6, shall survive the Closing until December 31, 1999, except that the representations and warranties of X'Xxxxxxxx and Seller contained in Section 4.24 and any other representations and warranties related to Taxes shall survive in each case until the expiration of the applicable statute of limitations, including, without limitation, all Tax-related representations and warranties contained in Section 4.20 (the "Survival Date"), at which time they shall lapse. All other representations and warranties of the parties contained in this Agreement shall survive the Closing until the first anniversary of the Closing (also, the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under Sections 11.1(i) or 11.2(i) shall survive its applicable Survival Date if written notice, given in good faith, of the specific breach therof is given to the indemnifying party prior to the Survival Date, whether or not Damages have actually been sustained.
Survival; Investigation. The representations and warranties of Gixxxxx and Company contained in this Agreement shall survive any investigation by Purchaser and shall not terminate until the second (2nd) anniversary of the Closing (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under Sections 10.1 and 10.2 shall survive the Survival Date if written notice, given in good faith, of the specific breach thereof is given to Gixxxxx and Company prior to the Survival Date, whether or not liability has actually been incurred.
Survival; Investigation. The representations and warranties of the parties contained in this Agreement shall survive any investigation by any party and shall not terminate (i) until the fifth (5th) anniversary of the Closing Date with respect to the representations and warranties set forth in Section 4.6 and (ii) until eighteen (18) months after the Closing Date with respect to all other representations and warranties contained herein. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under Sections 11.1(a)(i), 11.1(b)(i) or 11.2(i) shall survive the applicable termination date set forth in the preceding sentence if written notice, given in good faith, of a specific breach thereof is given to the indemnifying party on or before such termination date, whether or not liability has actually been incurred.
Survival; Investigation. The obligations of Seller contained in this Article shall terminate at the second anniversary of the Effectiveness Date, without prejudice to the indemnification regime under the Escrow Account set out by Article 2.3 of the Framework Agreement.
Survival; Investigation. 10.1.1 The representations and warranties of the Parties contained in this Agreement will survive the Closing for a period of eighteen (18) months after the Effective Date, except that: (i) the representations and warranties of the Company contained in Section 4.19 (Tax Matters), Section 4.20 (Environmental Matters) and Section 4.23 (Employee Benefit Matters) will survive the Effective Date until ninety (90) days after the expiration of the statute of limitations applicable to the matters covered thereby (giving effect to any waiver, mitigation or extension thereof); and (ii) the representations and warranties of the Parties contained in Section 4.4 (Capitalization), Section 4.27 (Insolvency), Section 4.28 (No Broker), Section 5.1 (Authorization), Section 5.2 (Ownership of the Shares), Section 5.3 (Insolvency), Section 6.2 (Authorization) and Section 6.20 (No Broker) will survive the Closing indefinitely or until the latest date permitted by Applicable Law.
10.1.2 The covenants and agreements of the Parties contained in this Agreement (including the Founding Shareholders' obligations to indemnify, defend and hold harmless the Heritage Indemnified Parties from and against certain Indemnified Liabilities) will survive the Closing until the date explicitly specified therein or, if not so specified, indefinitely or until the latest date permitted by Applicable Law.
10.1.3 Notwithstanding anything else contained in this Agreement, any breach of any representation, warranty, covenant or agreement in respect of which indemnification may be sought under this Article 10 will survive the time at which it otherwise would terminate pursuant to the preceding paragraphs if a Claim Notice of the inaccuracy or breach thereof giving rise to such right of indemnification will have been given to the Party against whom such indemnification may be sought within the applicable survival period.
Survival; Investigation. The representations and warranties of the parties contained in this Agreement shall survive any investigation by the other party and shall not terminate until the first anniversary of the Closing Date (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under this Article shall survive the Survival Date if written notice, given in good faith, of a specific breach thereof is given to the indemnifying party prior to the Survival Date, whether or not liability has actually been incurred.
Survival; Investigation. Except for (i) the representations and warranties of the Indemnifying Party contained in Section 3.8 (relating to Taxes), which shall survive this Agreement indefinitely subject to applicable statutes of limitations under the 1986 Code or other applicable tax statute, and (ii) the representations and warranties and covenants of the Seller contained in Section 3.10 (relating to Consents and Approvals) and the Item 3.10 of the Seller's Disclosure Schedule with respect to any claims Xxxxx may make with respect to the stock or assets of Xxx-Xxxxxx, which shall survive until expiration of the applicable statute of limitations with respect to the Xxxxx Contingency, the representations and warranties of parties contained in this Agreement shall survive the Closing until April 30, 1999 (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought by an Indemnified Party pursuant to this Article 8 shall survive the Survival Date if written notice, given in good faith, of the specific breach thereof is given to the Indemnifying Party prior to the Survival Date, whether or not liability has actually been sustained.
Survival; Investigation. The representations and warranties of Seller and of Borrower and Parent contained in this Agreement shall survive any investigation by Buyer and shall not terminate until one year after Closing (the "First Anniversary") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, the representations and warranties of Borrower and Parent set forth in Sections 4.17 Environmental Matters, 4.22 Tax Matters and 4.29 Bulk Sales Act and of Seller set forth in Section 5.11 Bulk Sales Act shall survive any
Survival; Investigation. All representations, warranties, covenants, and obligations in this Agreement, all schedules hereto and any certificates or other document delivered pursuant to this Agreement shall survive the Closing and the consummation of the Contemplated Transactions, subject to the limitations hereby, subject to Sections 9.4(a) and 9.4(d). The right to indemnification, reimbursement, or other remedy based upon such representations, warranties, covenants, and obligations shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any knowledge acquired (or capable of acquisition) about, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement, or other remedy based upon such representations, warranties, covenants, and obligations.
