Survival; Investigations. The respective representations and warranties of Buyer, Merger Sub and the Company contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Effective Time.
Survival; Investigations. The respective representations and warranties of Newbridge, Merger Sub and Stel contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Effective Time.
Survival; Investigations. The respective representations and warranties of ALZA, Merger Sub and SEQUUS contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Effective Time.
Survival; Investigations. Except in the case of Fraud, the representations and warranties of the Company set forth in this Agreement shall expire on the eighteen (18) month anniversary following the Closing Date, except that (i) the representations and warranties set forth in Section 2.15 (Intellectual Property) shall expire on the Release Date; and (ii) the Fundamental Representations shall survive the Closing indefinitely, except that the representations and warranties set forth in Section 2.7 (Taxes) shall survive the Closing until sixty (60) days following the expiration of the applicable statute of limitations with respect to the particular matter that is the subject matter thereof; provided, however, that if a notice pursuant to Section 6.6(a) or Section 6.7 (a “Claim Notice”) with respect to a particular representation or warranty of any Party is given to such Party on or prior to the applicable expiration date of such representation or warranty, then, notwithstanding anything to the contrary contained in this Section 6.1, the claim asserted in such Claim Notice shall survive until such time as such claim is fully and finally resolved, regardless of when the Damages in respect thereof may actually be incurred, and the indemnitee shall have the right to commence Legal Proceedings subsequent to the survival date for the enforcement of its rights under this Article VI. The representations and warranties made by Parent and Merger Sub in this Agreement shall survive the Closing indefinitely. All obligations of the Parties under the covenants contained in this Agreement shall survive the Closing until fully performed. The right to indemnification, reimbursement, 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) about, the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.
Survival; Investigations. The respective representations and warranties of GigOptix, Merger Sub and Endwave contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Effective Time.
Survival; Investigations. The respective representations and warranties of Identix, Merger Sub and Visionics contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Effective Time.
Survival; Investigations. The respective representations and warranties of Parent, Merger Sub and HPL contained herein or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and shall not survive the Effective Time.
Survival; Investigations. The representations, warranties, covenants and agreements of Seller contained in this Agreement, the Disclosure Schedule, any exhibit or schedule attached to this Agreement, or any certificate delivered by or on behalf of Seller to Buyer pursuant to this Agreement shall survive the Closing (i) with respect to Section 3.7, the first sentence of Section 3.9(a), the first sentence of Section 3.12, the first sentence of Section 3.13(d) and any Legal Action by a shareholder of Seller (either brought derivatively, on behalf of Seller or on behalf of said shareholder) for relief based upon the entry by Seller into this Agreement or the WNIM Agreement or otherwise affecting the Purchased Assets or the transactions contemplated by this Agreement, until the second anniversary of the Closing, and (ii) with respect to all other representations, warranties, covenants and agreements, until a date that is six months after the Closing (each such date referred to in clauses (i) and (ii), a "Survival Date"), at which time they shall lapse; provided, however, that Buyer shall be entitled to indemnification with respect to a claim only if a Legal Action with respect to such claim is commenced on or before the applicable Survival Date; and, provided, further, that the following covenants shall survive as follows: Sections 5.4 through 5.6, inclusive, Section 5.8, Section 5.11, Section 5.16, Section 5.18 and Section 5.19 perpetual; Sections 5.12 and Section 5.13, for the periods set forth therein; and Sections 5.15, one year. Except as provided in the "however" clause of the previous sentence, the representations and warranties of Buyer shall terminate at the Closing. No investigation by any
Survival; Investigations. The respective representations and warranties of Parent, Merger Sub and Company contained in Articles III and IV hereof or in any certificates or other documents delivered prior to or at the Closing shall not be deemed waived or otherwise affected by any investigation made by any party hereto and such representations and warranties and the covenants contained in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.11, 5.14, 5.15, 5.16 and 5.24 shall not survive the Effective Time. For the avoidance of doubt, all other covenants contained in this Agreement, which by their terms are to be performed in whole or in part after the Effective Time, shall survive the Effective Time.
Survival; Investigations. The respective representations and warranties of Truli, and Recruiter contained herein or in any certificates or other documents delivered prior to or at the Closing shall survive the Closing Date through the General Expiration Date. The Parties acknowledge that they have had an opportunity to conduct due diligence and investigation in connection with this Agreement and the transactions contemplated thereby, and: (i) in no event shall Recruiter and Xxxxxxxx have any liability to Truli with respect to a breach of their respective representations and warranties under this Agreement to the extent that Truli had Knowledge of such breach as of the Closing Date; and (ii) in no event shall Truli have any liability to Recruiter or Recruiter Stockholders with respect to a breach of its representations and warranties under this Agreement to the extent that Recruiter had Knowledge of such breach as of the Closing Date.
