SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENT OF XXXX'X AND PURCHASER'S RELIANCE Sample Clauses

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENT OF XXXX'X AND PURCHASER'S RELIANCE. All of Seller's, Xx. Xxxxxx'x, the Shareholder's, Xxxx'x and Purchaser's representations, warranties, covenants, and agreements set forth in this Agreement shall survive the closing of the transactions contemplated by this Agreement, shall not merge in the performance of any obligation by any party hereto and (1) shall terminate and expire (i) with respect to any "General Claim" (as herein defined), on the later of (x) eighteen (18) months after the date of this Agreement or (y) eighteen (18) months after the date on which such covenant or agreement is to be performed hereunder; (ii) with respect to any "Tax Claim" (as herein defined), on the later of (x) the date upon which the Liability to which any such Tax Claim may relate is barred by all applicable statutes of limitation, taking into account any extensions or waivers thereof, and (y) the date upon which any claim for refund or credit related to such Tax Claim is barred by all applicable statutes of limitation; (iii) with respect to any "Employee Benefit Plan Claim" (as herein defined), on the date upon which the Liability to which any such Employee Benefit Plan Claim may relate is barred by all applicable statute of limitations; (iv) with respect to any "Third Party Liability Claim" (as herein defined), on the date upon which the Liability to which any such Third Party Liability Claim may relate is barred by all applicable statutes of limitations; and (v) with respect to any "Environmental Claim" (as defined herein), on the sixth (6th) anniversary of the date of this Agreement. As used in this Agreement, the following terms have the following meanings:
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Related to SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENT OF XXXX'X AND PURCHASER'S RELIANCE

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

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