Survival of Representations and Warranties Claims Sample Clauses

Survival of Representations and Warranties Claims. The representations and warranties of the parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.
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Survival of Representations and Warranties Claims. The representations and warranties of Purchaser and Seller contained in this Agreement shall survive the Closing until the third anniversary thereof; provided, however, that (a) the representations and warranties of Seller dealing with Tax matters shall survive as provided in Section 6.3, (b) the representations and warranties of Seller contained herein relating to Environmental Matters shall survive the Closing indefinitely, except that to the extent such representations and warranties relate to on-site conditions not Known to Seller at Closing, then as to such on-site conditions not Known to Seller at Closing such representations and warranties shall survive the Closing until the sixth anniversary thereof and the Liabilities relating to or arising out of such on-site conditions not Known to Seller at Closing shall be allocated between Seller and Purchaser in accordance with the provisions of Section 11.4, and (c) the representations and warranties of Seller contained herein relating to Unwanted Property shall survive the Closing indefinitely. Neither the period of survival nor the liability of Seller with respect to Seller's representations and warranties shall be reduced by any investigation, whether pursuant to Section 5.1 or otherwise, made at any time by or on behalf of Purchaser. If written notice of a claim for indemnification hereunder has been given in good faith by a party prior to the expiration of the applicable period of survival of the representations and warranties on which such claim is based, then the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved.
Survival of Representations and Warranties Claims. 5.1.1. The representations and warranties contained in Articles III and IV of this Agreement shall be true and correct on the Closing Date and shall survive the Closing Date as though made on the Closing Date, regardless of any investigation made by or on behalf of the parties to this Agreement. DuPont shall be liable to Pioneer and the Venture for any Claims or Damages for breach or misrepresentation of any of the representations and warranties in Article IV of this Agreement, but only after the amount of such Claims and Damages in the aggregate exceeds One- million Dollars ($1,000,000) and then only to the extent that any such Claim or Damages shall exceed Twenty-five Thousand Dollars ($25,000). Pioneer shall be liable to DuPont and the Venture for any Claims or Damages for breach or misrepresentation of any of the representations and warranties in Article III of this Agreement but only after the amount of such Claims and Damages in the aggregate exceeds One Million Dollars ($1,000,000) and then only to the extent that any such Claim or Damages shall exceed Twenty-five Thousand Dollars ($25,000). 5.1.2. No party to this Agreement (including the Venture) may bring or assert any Claim against any other party to this Agreement on account of breach of warranty or misrepresentation relating to the representations and warranties set forth in Articles III and IV hereof more than [thirty (30)] months after the Closing Date, and no party to this Agreement (including the Venture) may bring any action or institute any arbitration against any other party to this Agreement on account of breach of warranty or misrepresentation relating to the representations and warranties set forth in Articles III and IV hereof more than thirty-six (36) months after the Closing Date. 5.1.3. Any Claims brought or asserted by Pioneer or DuPont on account of misrepresentation or breach of warranty relating to the representations and warranties set forth in Articles III and IV of this Agreement, shall be on behalf of the Venture, and any Damages recovered shall be contributed to the Venture, excluding any attorneys' fees or costs to which a party is entitled pursuant to Section 5.2 of this Article V which may be retained by the party.
Survival of Representations and Warranties Claims 

Related to Survival of Representations and Warranties Claims

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • 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.

  • 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.

  • 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.

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • 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 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.

  • 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, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive for a period of twelve (12) months after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other 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 other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

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