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 twenty-one (21) months after the Closing, after which no claim for indemnification for any misrepresentation, or for the breach or falsity of any representation or warranty under this Agreement or any Ancillary Document, 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 3.10 or 3.25, or 3.1, 3.2, 3.3, 3.7, 3.9, 3.10 in which case the right to indemnification shall survive until the expiration of the applicable statute of limitations, or (iii) the claim relates to any representation or warranty in Section 3.5, in which case the representation or warranty shall indefinitely survive the Closing. The covenants and agreements 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 performance or forbearance, or the rights of a party hereto expire on a specific date by the terms hereof. 13.2
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 three (3) years. The representations and warranties in Sections 2.1, 2.2, 2.8, 2.9, 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. 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. Each of the
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.
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) Section 3.1 (Organization of the Seller), Section 3.2 (Authorization, Validity and Enforceability), Section 3.3 (No Conflicts), Section 3.5 (Organization and Qualification of the Company; No Subsidiaries), Section 3.6 (Capitalization of the Company), Section 3.7 (Title to Shares), Section 3.13(c) (Environmental Matters), and Section 3.22 (No Brokers), which shall survive indefinitely, and Section 3.19 (Tax Matters), which shall survive until sixty (60) days after the expiration of the applicable statute of limitations.
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. (a) All of the representations and warranties of the Seller and Seller Parent contained in Articles IV, V, and Section 10.1 of this Agreement shall survive the Closing hereunder and continue in full force and effect for a period of eighteen (18) months thereafter, except that (i) the representations and warranties set forth in Section 4.5, Section 4.6, Section 5.2(b), Section 5.4 and Section 10.1(e) hereof shall survive indefinitely, (ii) the representations and warranties set forth in Section 5.21 shall survive until barred by the applicable statutes of limitations, and (iii) the representations and warranties set forth in Section 9.1 shall survive as provided for in Section 9.12. All claims for actual fraud shall survive the Closing hereunder until barred by the applicable statutes of limitations.
Survival of Representations and Warranties, Covenants and Agreements. (a) The representations and warranties of the Seller contained in this Agreement, the Target Company Disclosure Schedule, and any certificate, document, or other writing delivered pursuant to this Agreement shall survive the Closing hereunder for a period of eighteen (18) months following the Closing Date (the “Survival Date”); provided, however, that (i) the Fundamental Representations shall survive indefinitely, (ii) the representations and warranties set forth in Section 2.14 (Environmental) and Section 2.19 (Employee Benefits), 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.
