Survival of Covenants and Representations and Warranties. All of the covenants and representations and warranties contained in this Agreement and in any other agreement or document delivered pursuant to this Agreement, including this Article 7, will survive the Closing.
Survival of Covenants and Representations and Warranties. Except as expressly set forth in any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein, shall survive each of the Separation, the IPO and the Distribution and shall remain in full force and effect regardless of whether Odetics shall consummate, delay, modify or abandon the Distribution.
Survival of Covenants and Representations and Warranties. All representations, warranties, covenants and agreements contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement shall terminate exactly one year after the Effective Time, provided, however, that (a) the representations and warranties set forth in Section 4.2(a) (Capitalization), Section 5.1 (Authorization of the Transaction) and 5.3 (Ownership and Delivery of Shares) shall survive in perpetuity, and provided further that those with respect to claims by any third party beneficiary under Section 7.5 hereof shall terminate upon the completed performance by the Buyer, Buyer Sub and the Surviving Corporation of all of their respective obligations under such provision. If written notice of a claim has been given to an indemnifying party prior to the expiration of the applicable representation, warranty, covenant or agreement by a party in whose favor such representation, warranty, covenant or agreement was made, the relevant representation, warranty, covenant or agreement shall survive as to such claim, until the claim has been finally resolved.
Survival of Covenants and Representations and Warranties. All of the covenants and representations and warranties contained in this Agreement and in any other agreement or document delivered pursuant to this Agreement, including this Article 7, will survive the Closing for a period of two (2) years after the Closing Date.
Survival of Covenants and Representations and Warranties. All covenants contained in this Agreement shall survive the Closing or the earlier termination of this Agreement. Notwithstanding the Closing, or sooner termination of this Agreement or any investigation at any time made by or on behalf of any of the parties, the Corporation and the Buyer shall be liable for damages solely arising from any of their respective breaches of representations or warranties set
Survival of Covenants and Representations and Warranties. All covenants, agreements, representations and warranties made herein and in documents delivered in support of the Loan request shall be deemed to have been material and relied on by the Lender and shall survive the execution and delivery to the Lender of the Note and the disbursements hereunder.
Survival of Covenants and Representations and Warranties. All covenants contained in this Agreement shall survive the Closing or the earlier termination of this Agreement. Notwithstanding the Closing or sooner termination of this Agreement or any investigation at any time made by or on behalf of any of the parties, the Corporation and the Buyer shall be liable for damages solely arising from any of their respective breaches of representations or warranties set forth in Sections 3 and 4 of this Agreement (including in any certificates delivered hereunder) which breaches shall not be considered waived by consummation of the transactions contemplated hereby, provided that, except with respect to breaches of the representations and warranties contained in Section 3(e) of this Agreement to which no limitations apply, such parties shall be liable for any such breach only to the extent that notice of such breach is asserted in writing and delivered to the breaching party prior to the one year anniversary of the Closing Date. The Trustee shall be liable for damages arising solely from and in respect of its breaches of representations or warranties set forth in Section 5 of this Agreement, which breaches shall not be considered waived by consummation of the transactions contemplated hereby, provided, however, that the Trustee shall have no liability hereunder respecting breaches of such representations and warranties if the Trustee followed generally accepted industry practices and procedures and relied upon reasoned opinions from its financial advisor and legal counsel in making such representations and warranties.
Survival of Covenants and Representations and Warranties. The covenants and representations and warranties of the Buyer and the Target in this Agreement and the schedules and exhibits attached hereto, or in any closing certificate or the like, shall survive the Closing (even if the Buyer knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) as follows:
Survival of Covenants and Representations and Warranties. Any covenant, representation and warranty contained herein shall survive closing of this Agreement and the formation of the Company.
