Survival of Representations and Warranties of Seller. Notwithstanding any right of Buyer to investigate the affairs of Seller and GBGC and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, Buyer has the right to rely fully upon the representations, warranties, covenants and agreement of Seller contained in this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the consummation of the transactions contemplated hereby for 18 months after the Closing Date, except the representations warranties, covenants and agreements set forth in Sections 4.4, the first sentence of 4.9(a), the second sentence of 4.10(a), 4.16, 4.19 (as to pending actions, suits, labor disputes or arbitrations, legal or administrative proceedings or investigations only) and 4.27, which shall survive indefinitely, Sections 4.23 and 4.24 which shall survive for the applicable statute of limitation and Section 5.14, which shall survive for five (5) years. All representations, warranties, covenants and agreements made herein by Buyer shall survive the execution and delivery hereof and the consummation of the transactions contemplated hereby for two years.
Survival of Representations and Warranties of Seller. (i) The Special Representations and indemnifications with respect to their breach shall survive until three months after the expiration of the applicable statute of limitations (including extensions) applicable to Purchaser and/or the Purchaser Indemnified Parties potentially incurring Damages arising from, or relating to, any circumstances giving rise to any breach thereof.
(ii) The representations and warranties of Seller in (A) this Agreement which are not Special Representations and (B) the Seller Related Documents shall survive the Closing until the expiration of 12 months after the Closing.
Survival of Representations and Warranties of Seller. Notwithstanding any right of the Buyer fully to investigate the affairs of the Seller and notwithstanding any knowledge of facts determined or determinable by the Buyer pursuant to such investigation or right of investigation, the Buyer has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreement or in any document delivered to the Buyer by the Seller or any of their representatives in connection with the transactions contemplated by this Agreement. All such representations and warranties shall survive the execution and delivery hereof and the Closing hereunder, and shall thereafter terminate and expire with respect to any theretofore unasserted (1) General Claim or Publisher's Liability Claim (as herein defined), on that date being exactly three (3) months from the execution of this Agreement, and (2) any Tax Claim when the liability to which such Tax Claim may relate is barred by all applicable statutes of limitations. As used in this Agreement, the following terms have the following meanings:
Survival of Representations and Warranties of Seller. All representations and warranties made by the Seller in this Agreement or any Closing Document shall survive the Closing as follows:
(a) in the case of the representations and warranties set forth in Section 3.1.8, until the expiry of the relevant limitations period under Applicable Law for the institution of proceedings by the relevant Governmental Authority with respect to the matters contemplated in that Section; and
(b) in the case of all other representations and warranties, for a period of eighteen (18) months from the Closing Time. After such period, the Seller shall not have any further liability with respect to such representations and warranties except with respect to claims properly made under them within such period.
Survival of Representations and Warranties of Seller. All representations, warranties, statements, covenants and agreements made by the Seller in this Agreement or any Closing Document shall survive the Closing as follows:
(a) the representations and warranties of the Seller set forth in Subsections 3.12 of this Agreement shall survive the Closing and continue without time limit;
(b) all of the other representations and warranties contained in this Agreement or any Closing Document shall survive for a period of three (3) years from the Closing Time. After such period, the Seller shall not have any further liability hereunder with respect to such representations and warranties except with respect to claims properly made within such period; and For greater certainty, there shall be no limitation on the right of the Buyer to bring any claim, action or proceeding based on any fraudulent misrepresentation of the Seller.
Survival of Representations and Warranties of Seller. Except for the ----------------------------------------------------- warranties set forth in the Assignment, which shall survive indefinitely, all representations and warranties set forth in this Agreement or in any document to be executed by Seller and delivered to Buyer at the Closing, shall survive for a period of one year after the Closing Date only.
Survival of Representations and Warranties of Seller. Purchaser hereby acknowledges and agrees that Seller and each party comprising Seller has made no agreements with or representations or warranties to Purchaser, except for those specifically set forth in this Agreement. The representations and warranties of Seller and each party comprising Seller specifically set forth in this Agreement or in any document delivered or to be delivered pursuant hereto shall survive the closing of the transactions contemplated hereby for a period of one (1) year after the date of closing and shall thereafter immediately and automatically expire, except for the representation of both parties set forth in Paragraph 15 hereof which shall survive the closing of the transactions contemplated hereby and shall not expire.
Survival of Representations and Warranties of Seller. All of the foregoing warranties and representations of Seller set forth in Section 5.1 through Section 5.9 shall be true and correct, in all material respects, at Closing and shall survive the Closing for a period of ninety (90) days after the Closing Date.
Survival of Representations and Warranties of Seller. The representations and warranties made by Seller in Section 7 of this Agreement shall survive the Closing for a period of one (1) year.
Survival of Representations and Warranties of Seller. All representations and warranties of Seller and the Subsidiaries contained herein (including all schedules and exhibits hereto) or in any certificate or other instrument delivered pursuant hereto at the Closing in connection with the transactions contemplated hereby shall survive the Closing and (i) the representations and warranties set forth in Sections 2.16 and 2.21 shall remain in full force and effect for a period of five (5) years following the Closing Date, (ii) the representations and warranties set forth in Sections 2.9 and any representations and warranties set forth in Article 2 relating to a claim for fraud shall remain in full force and effect until expiration of the statutes of limitations applicable to such underlying claim and (iii) all other representations and warranties shall remain in full force and effect for eighteen (18) months following the Closing Date. None of the Seller's representations and warranties shall be affected by any investigation conducted for or on behalf of Purchaser with respect thereto or any knowledge acquired by Purchaser or its respective officers, directors, employees, shareholders or agents as to the accuracy or inaccuracy of any such representation or warranty. The waiver of any condition based on the accuracy of any representation or warranty, or the performance or compliance of any covenant or obligation, will not affect the right to indemnification set forth in this Article 8.
