Survival of Representations and Warranties and Covenants and Agreements Sample Clauses

Survival of Representations and Warranties and Covenants and Agreements. Any claim for indemnification based on a breach of the representations, warranties, covenants and agreements set forth in this Agreement shall survive the Closing as follows: (a) any claim for indemnification based on a breach of the representations and warranties set forth in this Agreements shall, except as set forth in clauses (b), (c), and (d) below, survive the Closing for a period of one year from the Closing Date; (b) any claim for indemnification based on a breach of the representations and warranties contained in Sections 4.1 (Due Organization and Qualification; Power and Authority), 4.2 (Authorization; Binding Agreement), 4.5 (Capitalization), 5.1 (Due Organization; Power and Authority), and 5.2 (Authorization; Binding Agreement) (collectively, the “Fundamental Representations”) shall survive until the expiration of the statute of limitations period applicable for breach of contract claims in the State of Delaware; (c) any claim for indemnification based on a breach of the representations and warranties contained in Section 4.18 (Taxes) (the “Tax Representations”) shall survive until the expiration of any applicable statute of limitations period plus 30 days; (d) any claim for indemnification based on a breach of the representations and warranties contained in Sections 4.15 (Employee Benefit Plans) shall survive for a period of three years from the Closing Date; (e) any claim for indemnification based on a breach of the covenants and agreements that are to be performed prior to Closing shall not survive the Closing; and (f) any claim for indemnification based on a breach of the covenants and agreements that are to be performed all or in part after Closing shall survive until either the date provided herein or, if no date is provided, the expiration of the applicable statute of limitations period (in each case, the “Survival Period”). It is the express intent of the Parties that, if an applicable Survival Period is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the Survival Period contemplated hereby. Any claim for indemnity under this Agreement with respect to any breach of any representation, warranty, covenant, or agreement contained in this Agreement shall be deemed time-barred, and no such claim shall be made after the Survival Period specified in this Section 10.6; provided, however, that if a claim notice is delivered in good faith pursuant to ...
Sample 1
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Survival of Representations and Warranties and Covenants and Agreements. All representations and warranties made by the Company herein shall survive the Effective Time and shall remain in full force and effect until the expiration of the CVR Payment Period. All covenants, obligations and agreements of the Company contained herein to be performed after the Effective Time shall remain in full force and effect until the expiration of the CVR Payment Period or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Party prior to the expiration date of the survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved. It is the express intent of the parties that, if the survival period as contemplated by this Section 10.1 is shorter than the statute of limitations that would otherwise have been applicable, then, by contract, the applicable statute of limitations shall be reduced to the shortened survival period contemplated hereby. The parties further acknowledge that the time period set forth in this Section 10.1 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties.
Sample 1
Survival of Representations and Warranties and Covenants and Agreements. If the Transactions are consummated and subject to Section 13.7(b), (a) except as otherwise provided in clause (b) below, the representations and warranties of Seller and Buyer set forth in this Agreement shall survive and remain in full force and effect until 11:59 p.m. (California time) on the day that is eighteen (18) months from the Closing Date, (b) the Fundamental Seller Representations and Fundamental Buyer Representations shall survive and remain in full force and effect until the expiration of the applicable statute of limitations relating thereto and (c) the covenants and agreements of Seller and Buyer set forth in this Agreement shall survive and remain in full force and effect in accordance with their respective terms (the periods referred to in clauses (a), (b) and (c), the “Survival Period”); provided, however, that in the event that any Indemnified Party shall deliver a Notice of Claim to the Indemnifying Party pursuant to the terms of this Agreement setting forth a claim for indemnification under this Article 13 in respect of a breach of a representation, warranty, covenant or agreement set forth in this Agreement prior to the expiration of the applicable Survival Period, then such representation, warranty, covenant or agreement shall survive the expiration of the applicable Survival Period and remain in full force and effect solely with respect to such claim until the final resolution thereof. Except as provided above and in Section 13.7(b), it is the intention of the parties hereto that the Survival Period supersede any applicable statute of limitations with respect to the applicable representations, warranties, covenants and agreements.
Sample 1
Survival of Representations and Warranties and Covenants and Agreements. The representations and warranties of Sellers as set forth herein shall be true and correct as of the date of Closing and shall survive the Closing of this transaction for a period of two (2) years after Closing. The covenants and agreements of the parties contained herein shall survive the Closing for a period of five (5) years or for the period specified therein. Notwithstanding the preceding sentence, any claim commenced prior to any such expiration shall remain as a valid claim until finally resolved in accordance with the provisions herein. Any claim arising out of or in connection with this Agreement must be brought, if at all, within five (5) years after the Closing Date, or within such shorter period as may be specified with respect to a particular claim, or it will be deemed waived and released. The foregoing covenants, representations and warranties of Sellers are true and correct as of the date hereof and shall be in full force and effect and deemed to have been automatically reaffirmed and restated by Sellers in their entirety as of the date and time of Closing.
Sample 1
Survival of Representations and Warranties and Covenants and Agreements. (a) The representations and warranties of Sellers, the Holder and the Shareholder Trust contained in this Agreement, the Transaction Documents or in any certificate or other writing delivered pursuant hereto or in connection with the transactions contemplated hereby will survive the Closing and expire at 11:59 p.m. (New York time) on the date that is the fifteen (15) month anniversary of the Closing Date (such date, the “Survival Date”), except with respect to the representations and warranties contained in:
Sample 1
Survival of Representations and Warranties and Covenants and Agreements. (a) Each of the representations and warranties of the Purchaser and the Sellers contained in this Agreement shall survive until the later of (A) June 30, 2007 or (B) if the closing occurs after June 30, 2006, the first anniversary of the Closing, and shall thereafter expire, except that: (i) each Seller’s respective representations and warranties set forth in Section 3.1(b) and (c) (Authority; Enforceability) and Section 3.4 (Title to Shares) (collectively, the “Special Representations and Warranties”) shall survive the Closing indefinitely; and (ii) the Purchaser’s representations and warranties set forth in Section 4.1(b) and (c) (Authority; Enforceability) shall survive the Closing indefinitely. Each of the covenants and agreements contained in this Agreement: (i) to be performed on or prior to the Closing shall expire upon the Closing; (ii) to be performed after the Closing that specifies a time period for survival shall survive for such time period; and (iii) to be performed after the Closing that does not specify a time period for survival shall survive indefinitely.
Sample 1

Related to Survival of Representations and Warranties and Covenants and Agreements

  • 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 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.

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • 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 Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

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