Survival No Other Representations. 9.01 Survival of Representations, Warranties, Covenants and Agreements
(a) Subject to Section 11.02, the representations and warranties of Purchaser and Seller (other than the representations and warranties , (x) contained in Section 2.06 (the "Tax Representation") which shall survive for the applicable period of the applicable statute of limitation), and (y) contained in Section 2.09(b) (the "Title Representation") which shall survive the Closing indefinitely) (all of the representations and warranties of Purchaser and Seller, excluding the Tax Representation and the Title Representation, are hereinafter referred to as the "General Representations"), shall survive the Closing for a period of twelve (12) months; provided, however, if Purchaser (or any successor or assign of Purchaser) procures title insurance with respect to the Real Property, to the extent that Purchaser (or any successor or assign of Purchaser) actually receives proceeds from the title insurer in respect of any matters addressed by any of the representations and warranties contained in Section 2.09, then, only with respect to such matters, and only to such extent, such representations and warranties shall be deemed not to have been made;
(b) Subject to Section 11.02, the covenants and agreements of Seller and Purchaser contained in this Agreement (other than the covenants and agreements contained in Articles IV (excluding Section 4.08) and V (excluding Section 5.06) (the "Pre-Closing Covenants"), which covenants and agreements shall survive the Closing for a period of twelve (12) months) (all of the covenants and agreements of Purchaser and Seller, excluding the Pre-Closing Covenants, are hereinafter referred to as the "Post-Closing Covenants"), shall survive the Closing indefinitely; and
(c) Any due diligence or other investigation or examination by any party with respect to the transactions contemplated by this Agreement shall not in any way affect or lessen the representations and warranties of the other party contained herein or the indemnifications with respect thereto.
Survival No Other Representations. (a) The representations and warranties contained in Section 3.01 and 3.02 will survive the Closing until the expiration of the applicable statute of limitations. All other representations and warranties contained in this Agreement shall not survive the Closing, and there shall be no liability in respect thereof, whether such liability has accrued prior to the Closing Date or after the Closing Date, on the part of either party or its officers, directors, employees, agents and affiliates. This Section shall not limit in any way the survival and enforceability of any covenant or agreement of the parties hereto which by its terms contemplates performance after the Closing Date, which shall survive for the respective periods set forth herein.
Survival No Other Representations. (a) The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing.
(b) Except for the representations and warranties contained in Section 6, (i) neither the DC Parties nor any other Person has made any representation or warranty (whether express or implied) on behalf of the DC Parties, any of their Affiliates or any of their respective employees, agents or representatives regarding the Royalty Agreement, Nautica, Nautica Apparel or any transactions contemplated by this Agreement and (ii) the DC Parties hereby disclaim any such representation or warranty, notwithstanding the delivery or disclosure to VF or its employees, agents or representatives of any information, documents or other material, including without limitation any projections, estimates or budgets. Except for the representations and warranties contained in Section 7, (i) neither VF nor any other Person has made any representation or warranty (whether express or implied) on behalf of VF, any of its Affiliates or any of its employees, agents or representatives regarding any transactions contemplated by this Agreement and (ii) VF hereby disclaims any such representation or warranty, notwithstanding the delivery or disclosure to the DC Parties or Nautica or their employees, agents or representatives of any information, documents or other material.
Survival No Other Representations. Survival of Representations and Warranties. All of the representations, warranties, covenants and agreements contained in this Agreement will survive the Closing until two years after the Closing Date; provided, however, that the obligations (i) of either Seller or Purchaser to perform any covenant contained in this Agreement, (ii) of Seller to Purchaser with respect to the Retained Liabilities and (iii) of Purchaser to Seller with respect to the Assumed Liabilities, in each case, shall survive indefinitely, and provided, further, that any representation, warranty, covenant or agreement that would otherwise terminate will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith setting forth with reasonable specificity facts reasonably expected to establish a valid claim under Article XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XI. This Section shall not limit in any way the survival and enforceability of any covenant or agreement of the parties hereto which by its terms contemplates performance after the Closing Date, which shall survive for the respective periods set forth herein.
Survival No Other Representations. 7.01 Survival of Representations, Warranties, Covenants and Agreements. Except for actions constituting fraud or willful or intentional misrepresentation, the Retained Liabilities or the representations and warranties set forth in Sections 2.10, 2.18, 2.21, 2.22 and 2.31 (each of which shall survive the Closing until the expiration of the applicable statute of limitations), the representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until eighteen months from the Closing Date, except that any representation or warranty that would otherwise terminate will continue to survive if an Indemnity Notice shall have been timely given in good faith based on facts reasonably expected to establish a valid Claim under Article VIII on or prior to eighteen months from the Closing Date, until the related Claim for indemnification has been satisfied or otherwise resolved as provided in Article VIII.
Survival No Other Representations. 11.01 Survival of Representations, Warranties and Indemnification. The representations, warranties, covenants and agreements contained in this Agreement will survive the Closing until two years after the Closing Date, provided that each of (A) Seller’s indemnification obligations for Retained Liabilities under Section 6.07 and (B) Purchaser’s indemnification obligations for Scheduled Bonds under Section 7.03 will survive indefinitely. Notwithstanding anything to the contrary, any representation, warranty, covenant or agreement that would otherwise terminate will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith setting forth with reasonable specificity facts reasonably expected to establish a valid claim under Article XII on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XII. This Section shall not limit in any way the survival and enforceability of any covenant or agreement of the parties hereto which by its terms contemplates performance after the Closing Date, which shall survive for the respective periods set forth herein.
Survival No Other Representations. (a) All of the representations and warranties of the Parties made in this Agreement or made pursuant to this Agreement shall survive the Closing and shall expire eighteen (18) months following the Closing Date; provided, however, that such expiration shall not affect the Parties’ rights and obligations as to any claims asserted by written notice specifying, in reasonable detail, the nature of such claim and the facts and circumstances with reasonable specificity pertaining thereto, delivered to the Party against whom such claim is asserted pursuant to Section 5.2 prior to such time. Notwithstanding the foregoing, the representations and warranties contained in Section 2.1 (Organization; Ownership of Shares; Capitalization; and Power), Section 2.2 (Authorization), Section 2.3 (Non-Contravention),
Survival No Other Representations. 10.01 Post-Closing Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements of Seller and Parent and Purchaser contained in this Agreement will survive the Closing (a) indefinitely with respect to the representations and warranties contained in Sections 2.01, 2.02, 2.04, 2.05, 2.30, 3.01, 3.02 and 3.07 and the covenants and agreements contained in Sections 1.04, 4.08, 4.10, 4.15, 5.07, 5.08, 14.03 and 14.05, (b) until the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 2.10 and Article VIII and (insofar as they relate to ERISA or the Code) Sections 2.13 and Article IX, or (c) until eighteen (18) months following the Closing Date in the case of each other representation, warranty, covenant and agreement (other than the agreements contained in Sections 4.03 and 5.03 which shall survive for the period specified therein), except that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with clause (b) or (c) above 38 40 will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on facts reasonably expected to establish a valid claim under Article XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XI; and except that the representations and warranties made by Seller and Parent under Section 2.26 with respect to real property owned by the Company shall not survive the Closing.
Survival No Other Representations. 10.01 Survival of Representations, Warranties, Covenants and Agreements. Except for the representations and warranties contained in (i) Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.26, 3.01, 3.02, 3.03, 3.06, 3.07 and 3.09 which such representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of Parent in Section 2.10, which such representations and warranties shall survive until the expiration of all applicable statutes of limitation (including all periods of extension, whether automatic or permissive), the representations and warranties of Parent and Purchaser contained in this Agreement shall survive for a period of eighteen (18) months following the Closing Date. The covenants and agreements of Parent and Purchaser contained in this Agreement shall survive the Closing in accordance with their terms. Notwithstanding anything to the contrary contained in the first sentence of this Section 10.01, any representation or warranty that would otherwise terminate in accordance with the first sentence of this Section 10.01 will continue to survive if a Claim Notice or Indemnity Notice (as applicable) shall have been timely given in good faith based on facts reasonably expected to establish a valid claim under Article XI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in Article XI.
Survival No Other Representations. Section 11.1 Post Closing Survival of Representations and Warranties
Section 11.2 No Other Representation ARTICLE XII MISCELLANEOUS
