Survival; Knowledge. All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) all representations and warranties shall survive and continue until eighteen (18) months from the Closing Date (the “Anniversary Date”), except for representations and warranties for which a claim for indemnification hereunder (an “Indemnification Claim”) shall be pending as of the Anniversary Date, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof.
Survival; Knowledge. The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall not survive the Effective Time, except for those contained in or made pursuant to Articles III and IV. The statements contained in any document executed by Incumaker or SAC relating hereto or delivered to Sky in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of Incumaker or SAC pursuant hereto or thereto or delivered to Sky in connection with the transactions contemplated hereby or thereby shall be deemed representations and warranties, covenants and agreements, or conditions, as the case may be, of Incumaker and SAC hereunder for all purposes of this Agreement (including all statements, certificates, or other instruments delivered pursuant hereto or thereto or delivered in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby or thereby). The statements contained in any document executed by Sky relating hereto or delivered to Incumaker or SAC in connection with the transactions contemplated hereby or thereby, or in any statement, certificate, or other instrument delivered by or on behalf of Sky pursuant hereto or thereto or delivered to Incumaker or SAC in connection with the transactions contemplated hereby or thereby shall be deemed representations and warranties, covenants and agreements, or conditions, as the case may be, of Sky hereunder for all purposes of this Agreement (including all statements, certificates, or other instruments delivered pursuant hereto or thereto or delivered in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby or thereby). For the purposes of this Agreement, where an entity represents and warrants a fact “to its knowledge” or “to the best of its knowledge” it shall have imputed to its knowledge only the actual conscious awareness of facts or other information, without investigation, of the executive officers and the chief financial officer of the entity and its subsidiaries. Where an individual represents and warrants a fact “to the best of the individual’s knowledge” the individual shall have imputed to that individual only the actual conscious awareness of facts or other information, without investigation, of that individual.
Survival; Knowledge. (a) The representations and warranties of Seller and Buyer in ARTICLE VI (other than the representations in Section 6.01(g) and Section 6.02(g)) and the covenants and agreements of Seller shall survive the Closing for a period of 12 months. Subject to the foregoing and as set forth in Section 12.09(b) and Section 12.09(c), the remainder of this Agreement shall survive the Closing without time limit. Representations, warranties, covenants and agreements shall be of no further force and effect after the date of their expiration; provided, however, that there shall be no termination of any bona fide claim 39 asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date.
(b) The indemnities in Section 12.02 shall terminate as of the termination date of each respective representation, warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written claim for indemnity has been delivered on or before such termination date.
(c) The indemnities in Section 12.04 shall terminate as of the second anniversary of the execution of this Agreement.
Survival; Knowledge. (a) All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) all representations and warranties shall survive and continue until one year from the Effective Date (the "Anniversary Date"), except for representations and warranties for which a claim for indemnification hereunder (an "Indemnification Claim") shall be pending as of the Anniversary Date, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof.
(b) The right to indemnification, payment of damages 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 or the Effective Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on 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, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.
Survival; Knowledge. Except as otherwise provided in Sections 9.4 and 9.5 hereof, all representations, warranties, covenants, and obligations in this Agreement, the Schedules, the supplements to the Schedules, the Certificate delivered pursuant to Section 1.6.1(g), and any other certificate or document delivered pursuant to this Agreement, will survive the Closing and continue in perpetuity and in full force and effect thereafter. The right to indemnification, payment of Damages (as hereinafter defined) 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 or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on 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, payment of Damages, or other remedy based on such representations, warranties, covenants, and obligations. Notwithstanding any Knowledge or facts determined by the Buyer, the Buyer shall have the right to fully rely on the representations, warranties, covenants and agreements of the Seller and Xxxxxx contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the Seller and Xxxxxx contained in this Agreement is independent of each other representation, warranty, covenant and agreement.
Survival; Knowledge. All representations and warranties, covenants and agreements of the parties made in this Agreement shall survive the Closing for a period of 36 months after the Closing Date, unless otherwise specifically provided herein. The right to indemnification, payment of damages or other remedy based on representations, warranties, covenants and obligations herein 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 or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on 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, payment of damages, or other remedy based on such representations, warranties, covenants and obligations.
Survival; Knowledge. The representations, warranties, ------------------- covenants and agreements set forth in this Agreement or in any certificate or other writing delivered in connection with this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby notwithstanding any examination made for or on behalf of any party. For the purposes of this Agreement, the term "knowledge" (or words of similar import) of any party shall mean the actual present knowledge of such party after inquiry of each other person known to such party to be in possession of, or in a position to be aware of, information relating to the matter in question.
Survival; Knowledge. All representations, warranties, covenants and agreements made by the Seller and the Buyer in this Agreement, the Disclosure Schedule and the documents to be executed in connection with this Agreement, shall survive the Closing. No representation or warranty shall be deemed to be waived or otherwise diminished as a result of any due diligence investigation by the party to whom the representation or warranty was made, as a result of any actual or constructive knowledge by such party with respect to any facts, circumstances or claims or that any representation or warranty is false, in each case, whether before or after the execution and delivery of this Agreement or at the time of Closing. A party's consummation of the transactions contemplated hereby after waiving any of the conditions to its obligation to close (including the condition that the other party's representations and warranties be true in all material respects) shall not limit or otherwise affect its rights to recover under this Article VII.
Survival; Knowledge. The representations and warranties in this Agreement and the Ancillary Agreements and any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby shall survive Closing for a period of fifteen (15) months from the Closing Date whereupon they shall expire and be of no further force or effect, provided however that:
(a) the representations and warranties set forth in Sections 2.1 and 3.1 relating to organization and existence, Sections 2.2 and 3.2 relating to authority, Section 2.20 relating to the Station Assets and Section 2.24 relating to broker’s fees (Sections 2.1, 2.2, 2.20, 2.24, 3.1 and 3.2 are collectively referred to herein as the “Core Representations“), and any representation in the case of fraud, intentional misrepresentation or intentional breach, shall survive until the close of business on the 120th day following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).;
(b) the representations and warranties set forth in Section 2.5 relating to taxes shall survive until the close of business on the 120th day following the expiration of the applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof); and
(c) the representations and warranties set forth in Section 2.10 relating to environmental matters shall survive until the close of business on the 120th day following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof). None of Sellers or Buyer shall have any liability whatsoever with respect to any such representations and warranties except that if within such period the indemnified party gives the indemnifying party written notice of a claim for breach thereof describing in reasonable detail the nature and basis of such claim, then such claim shall survive until the earlier of resolution of such claim or expiration of the applicable statue of limitations. The covenants in this Agreement, including covenants to have be complied with on or prior to Closing, shall survive Closing until performed.
Survival; Knowledge. All representations and warranties made by any Seller Party or the Buyer in this Agreement, the schedules attached hereto and the documents to be executed in connection with this Agreement, shall survive each closing. No representation or warranty shall be deemed to be waived or otherwise diminished as a result of any due diligence investigation by the party to whom the representation or warranty was made or as a result of any actual or constructive knowledge by such Person with respect to any facts, circumstances or claims or by the actual or constructive knowledge of such Person that any representation or warranty is false at the time of either closing. A party’s consummation of the Transactions after waiving any of the conditions to its obligation to close (including the condition relating to the accuracy of a party’s representations and warranties) shall not limit or otherwise affect its right to recover Damages under this Article IX. The obligations to indemnify, defend and hold harmless pursuant to this Article IX for any breach of representations or warranties shall survive the consummation of the Transactions until the Survival Date, if applicable, except for claims for indemnification asserted prior to the Survival Date (which claims shall survive until final resolution thereof). No Indemnified Party shall be entitled to be indemnified from, defended or held harmless against any Damages pursuant to the terms of this Article IX for any breach of representations or warranties unless such Indemnified Party delivers written notice of its claim for indemnification to the Indemnifying Party pursuant to Section 10.4 on or prior to the Survival Date, if applicable.
