Survival of Representations and Warranties and Indemnities. All ---------------------------------------------------------- covenants, agreements, representations and warranties of the parties under this Agreement, including the disclosure letters, the supplemental disclosure letters and in any schedule or certificate delivered pursuant hereto shall survive the Closing; provided, however, that no claim for indemnity under this Agreement with respect to any breach of any of the representations, warranties and covenants of the Company and Seller shall be made after the End Date.
Survival of Representations and Warranties and Indemnities. All covenants, agreements, representations and warranties of the parties under this Agreement, in any Disclosure Memorandum, and any schedule or certificate or other document delivered pursuant hereto shall survive the Closing.
Survival of Representations and Warranties and Indemnities. Subject to the following sentence, the representations and warranties, covenants, indemnities and agreements of a party in this Agreement and in all certificates and documents delivered pursuant to or as contemplated by this Agreement shall survive the Closing Date as follows:
Survival of Representations and Warranties and Indemnities. The representations and warranties made by Buyer and Seller shall survive the Closing Date.
Survival of Representations and Warranties and Indemnities. All representations and warranties made hereunder or other document delivered pursuant hereto or in connection herewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, the Collateral Agent and each holder of the Secured Obligations, regardless of any investigation made by the Administrative Agent, the Collateral Agent or any such holder of a Secured Obligation or on their behalf and notwithstanding that the Administrative Agent, the Collateral Agent or any holder of a Secured Obligation may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect so long as any of the Secured Obligations (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents) remains outstanding and until all of the Revolving Commitments have been terminated. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.
Survival of Representations and Warranties and Indemnities. All of the representations and warranties of the Parties contained in this Section 4 will survive the Closing hereunder.
Survival of Representations and Warranties and Indemnities. All covenants, agreements, representations and warranties of the parties under this Agreement, including any schedule or certificate delivered pursuant hereto, shall survive the Closing for a period of one year after the Closing.
Survival of Representations and Warranties and Indemnities. The representations and warranties set forth in Section 2.2 and the related indemnification obligations of Seller set forth in Section 5.2 (and, in the case of clause (b) below, the covenant contained in Section 6.1 and the related indemnification obligation of Seller set forth in Section 5.2) shall survive the Closing and be valid and remain in effect:
Survival of Representations and Warranties and Indemnities. All representations and warranties set forth herein, and the associated defense and indemnity obligations of the Indemnifying Party, shall survive the Closing and expire on the third (3rd) anniversary of the Closing Date, except that (i) the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 3.1, 3.2, and 3.3 (each a “Fundamental Representation”), and the associated defense and indemnity obligations of the Indemnifying Party, shall survive indefinitely, and (ii) the representations and warranties of Seller set forth in Section 2.4, and Seller’s associated defense and indemnity obligations under Section 5.1, shall survive the Closing and expire on the fifth (5th) anniversary of the Closing Date. If an Indemnified Party delivers to an Indemnifying Party a written notice of a claim for indemnity based upon a breach of any of the Indemnifying Party’s representations or warranties set forth herein, then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice. 5.5
Survival of Representations and Warranties and Indemnities. Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, all covenants, agreements, representations and warranties made hereunder or pursuant hereto or in connection with the transactions contemplated hereby, and the agreements of indemnity for claims set forth in Section 6, 7 and 8 hereof, shall survive the execution and delivery of this Agreement and continue in effect through the first anniversary of this Agreement, and any claims for indemnity with respect thereto, shall continue in effect until the expiration of the applicable statute of limitations. If written notice of a violation or breach of any specified representation, warranty or covenant is given to the party charged with such violation or breach during the applicable period specified herein, such representation, warranty or covenant, and the right to indemnification with respect thereto, shall continue to survive until such matter has been resolved by settlement, litigation (including all appeals related thereto) or otherwise.
