Survival of Representations and Warranties, Covenants and Agreements. The representations and warranties of Seller, the Company and Buyer contained in this Agreement will survive the Closing for fifteen (15) months after the Closing Date; provided, however, that the representations and warranties (i) of Seller set forth in Section 2.1 (Organization), Section 2.2 (Authority), Section 2.4 (Ownership) and Section 2.6 (Brokers), (ii) of the Company set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authority), the first sentence of Section 3.8(a) (with respect to title to Owned Real Property), the first sentence of Section 3.9 (with respect to title to Personal Property), Section 3.12 (Taxes), Section 3.15 (Other Arenas) and Section 3.17 (Brokers) and (iii) of Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority) and Section 4.7 (Brokers) (collectively, the “Fundamental Representations”), will survive the Closing for the applicable statute of limitations. None of Seller, Seller Parent, Buyer or Buyer Parent will have any liability whatsoever with respect to any such representations and warranties unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty will survive as to such claim until such claim has been finally resolved. All covenants and agreements contained in this Agreement and all claims in respect of Pre-Closing Taxes or Post-Closing Taxes will survive the Closing for the applicable statute of limitations, unless the covenant or agreement specifies a term, in which case such covenant, agreement or claim will survive the Closing for such specified term unless a claim is made under this Agreement prior to the expiration of the applicable survival period for such covenant or agreement, in which case such covenant, agreement or claim will survive as to such claim until such claim is fully resolved; provided, however, that (i) all covenants and agreements relating to environmental matters, the representations and warranties of the Company set forth in Section 3.13, and all claims in respect of Seller Environmental Liabilities or Buyer Environmental Liabilities, will survive the Closing for five (5) years after the Closing Date, unless a claim is made prior to the expiration of such five (5)-year period, in which case such claim will survive as to such claim until such claim has been finally resolved, and (ii) all claims in respect of Specified Trigger Events t...
Survival of Representations and Warranties, Covenants and Agreements. Each of the representations and warranties of the Parties contained in this Agreement and in any Exhibit, Schedule, certificate, instrument or document delivered by or on behalf of any of the Parties hereto pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby and any investigation made by the Parties or their agents for a period of eighteen (18) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach of any representation or warranty under this Agreement, may be brought, and no action with respect thereto may be commenced, and no Party shall have any Liability or obligation with respect thereto, unless (i) the Indemnified Party gave written notice to the Indemnifying Party specifying with particularity the misrepresentation or a breach of representation or warranty claimed on or before the expiration of such period, (ii) the claim relates to a breach of any representations or warranties contained in Sections 3.9, 3.10, 3.27 or 3.28, in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, plus ninety (90) days, or (iii) the claim relates to any representation or warranty in Sections 3.1, 3.2, 3.3 or 3.5, in which case the representation or warranty shall indefinitely survive the Closing. The covenants and agreements contained in, arising from, incident to or in connection with this Agreement shall survive the Closing indefinitely, until such covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a Party hereto expire on a specific date by the terms hereof.
Survival of Representations and Warranties, Covenants and Agreements. (a) All representations and warranties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Purchaser, and the sale and purchase of the Common Stock and payment therefor for a period of one year from the Closing Date.
(b) All covenants and agreements of the parties made in, pursuant to or in connection with this Agreement shall survive the Closing, except (i) to the extent by their terms they are not intended to survive, or (ii) as otherwise expressly set forth herein or agreed in writing by the parties.
Survival of Representations and Warranties, Covenants and Agreements. Each of the
(i) representations and warranties of the Participants contained in this Agreement and in any ancillary documents delivered by or on behalf of any of the Participants pursuant to this Agreement and the transactions contemplated hereby shall survive in accordance with the statutes of limitations applicable to claims arising from the breach of any such representations and warranties, and
(ii) covenants and agreements arising from, incident to or in connection with this Agreement hereof shall indefinitely survive the termination of this Agreement or the withdrawal or termination of any Participant; provided, however, (A) covenants and agreements shall survive only to the date when they are fully satisfied and require no performance or forbearance, and (B) the rights of a Participant expire on a specific date by the terms hereof, including without limitation the provisions of Sections 2.8 (Property Rights) and 9 (Confidentiality).
Survival of Representations and Warranties, Covenants and Agreements. All representations and warranties of each party hereto contained in this Agreement shall remain operative and in full force and effect and shall survive the Closing until the date that is eighteen (18) months after the Closing Date (the “Standard Survival Termination Date”). All other covenants and agreements of the parties hereto contained in this Agreement, including those requiring performance from and after the Closing, shall survive the Closing and shall continue in full force and effect until the date that they expire in accordance with their respective terms. Notwithstanding anything contained in this Agreement to the contrary, if, at or prior to close of business on the last day a claim for indemnification may be asserted by either a Purchaser Indemnified Person or a Company Indemnified Person under this Article X, an Indemnifying Party has been notified in writing of a claim for indemnification in accordance with the terms of this Article X and such claim has not been finally resolved or disposed of as of such date, such claim for indemnification shall continue to survive such expiration date and shall remain a basis for indemnification hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.
Survival of Representations and Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements contained or made in, or in connection with, this Agreement shall survive each Closing Date, notwithstanding any investigation conducted with respect thereto or any knowledge acquired as to the accuracy or inaccuracy of any such representation or warranty or any breach or non-performance of any such covenant or agreement.
Survival of Representations and Warranties, Covenants and Agreements. Except as otherwise expressly provided in this Agreement, all representations, warranties, covenants and agreements of the Parties contained in this Agreement, including the schedules and exhibits attached hereto, will survive the closing and the consummation of the Transactions for a period of twenty-four (24) months, except for Section 8.1, 8.2 and 8.3 which will survive the Closing and the consummation of the Transactions for a period of four (4) years. The representations and warranties in Sections 2.1, 2.2, 2.8, 2.9, 2.20, 3.1, 3.2 and 3.5 will survive the Closing and the consummation of the Transactions one year after expiration of the applicable statute of limitations.
Survival of Representations and Warranties, Covenants and Agreements. (a) The representations and warranties of the Seller contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that (i) the representations and warranties set forth in Sections 4.1 (Organization of Seller), 4.2 (Authorization of Transaction), 4.3(b) (Noncontravention), 4.5 (Brokers’ Fees), 4.6 (The Interests), 5.1 (Organization, Qualification and Corporate Power of the Company), and 5.2 (Capitalization and Subsidiaries) hereof shall survive indefinitely, (ii) the representations and warranties set forth in Section 5.19 (Employee Benefit Plans and Programs) shall survive until sixty (60) days after the applicable statutes of limitations (including extensions), and (iii) the representations and warranties set forth in Section 8.1 (Tax Representations) shall survive as provided for in Section 8.6.
(b) Any covenants or agreements of the Seller to be performed after the Closing, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed.
(c) The representations and warranties of the Buyer contained in this Agreement shall survive the Closing hereunder for a period of eighteen (18) months, except that the representations and warranties set forth in Sections 6.1 (Organization), 6.2 (Authorization of Transaction), 6.3(a) (Noncontravention) and 6.8 (Brokers’ Fees), shall survive indefinitely.
(d) Any covenants or agreements to be performed by the Buyer after the Closing Date, shall survive for one (1) year after the date on which such post-Closing covenant or agreement was required to have been performed.
Survival of Representations and Warranties, Covenants and Agreements. The representations, warranties covenants and agreements of Seller in this Agreement (other than covenants and agreements which by their terms are to be performed after the Effective Date) will survive until one year after the Effective Date. The representations, warranties, covenants and agreements (other than the covenants and agreements which by their terms are to be performed after the Effective Date) of Purchaser in this Agreement will survive until one year after the Effective Date. The covenants and agreements of the parties in this Agreement that are by their terms intended to be performed after Effective Date will survive the Effective Date and will continue in full force and effect in accordance with their terms, subject to applicable statutes of limitation. The applicable periods of survival of the representations, warranties, covenants and agreements prescribed by this Section 7.1 are referred to as the “Survival Period.” The liabilities of the parties under their respective representations, warranties, covenants and agreements will expire as of the expiration of the applicable Survival Period; provided, however, that such expiration will not include, extend or apply to any breach of which has been asserted by Purchaser in a written notice to Seller before such expiration or about which Seller has given Purchaser written notice before such expiration indicating that facts or conditions exist that, with the passage of time or otherwise, can reasonably be expected to result in a breach (and describing such potential breach in reasonable detail).
Survival of Representations and Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements of the Company, Parent and Acquisition Corp. contained in this Agreement (including the Schedules to the Agreement which are incorporated by reference) or in any certificate delivered pursuant to this Agreement shall survive the Closing for a period of twenty four months from the Closing Date provided, however, that the representations and warranties of Parent and Acquisition Corp. contained in (i) Section 3.15 (Tax Returns and Audits) and Section 3.28 (Environmental Matters) shall survive until 60 days after the expiration of the applicable statute of limitations, and (ii) the representations and warranties of the Company in Section 2.1 (Organization, Standing, Subsidiaries, Etc.), Section 2.2 (Capitalization of the Company), Section 2.6 (Compliance with Laws and Instruments), Section 2.8 (Broker's and Finder's Fees), and the representations and warranties of the Parent and Acquisition Corp. in, Section 3.1 (Organization and Standing), Section 3.2 (Corporate Authority), Section 3.3 (Broker's and Finder's Fees), Section 3.4 (Capitalization of Parent), Section 3.5 (Acquisition Corp.), Section 3.6 (Validity of Shares) and Section 3.10 (Compliance with Laws and Other Instruments), shall survive indefinitely.
