Survival of Representations and Warranties of Sellers Sample Clauses

Survival of Representations and Warranties of Sellers. The representations and warranties made by Sellers in Article V of this Agreement and any document, schedule, exhibit or other instrument relating hereto, respectively, shall survive the date hereof for a period of five years. Notwithstanding anything contained in this Agreement, including, without limitation, this Section 11.1, any claims with respect to representations and warranties made by Sellers in this Agreement or in any document or other instrument relating hereto shall survive and continue following the expiration of the survival period stated above (i) if such claim is submitted in writing to Sellers prior to the end of the survival period stated in this Section 11.1 or otherwise and identified as a claim for indemnification pursuant to this Agreement or (ii) if such claim is based upon fraud or willful breach or misrepresentation by any Seller. In either event, such claims shall survive indefinitely.

Survival of Representations and Warranties of Sellers. (a) The representations and warranties made by the Sellers and contained in this Agreement, or contained in any document or certificate given in order to carry out the transactions contemplated hereby, will survive the closing of the purchase of the Euroclub Shares provided for herein and, notwithstanding such closing or any investigation made by or on behalf of the Buyer or any other person or any knowledge of the Buyer or any person, shall continue in full force and effect for the benefit of the Purchaser, subject to the following provisions of this section: (i) Except as provided in (b) and (c) of this section, no warranty claim may be made or brought by the Buyer after the date which is two years following the Closing Date; (ii) Any warranty claim which is based or relates to the tax liability of Euroclub for a particular taxation year may be made or brought by the Buyer at any time prior to the expiration of the period (if any) during which an assessment, reassessment or other form of recognized document assessing liability for tax, interest or penalties in respect of such taxation year under applicable tax legislation could be issued, assuming that Euroclub does not file any waiver or similar document extending such period as otherwise determined; and (iii) Any warranty claim which is based upon or relates to the title to the Euroclub Shares or which is based upon intentional misrepresentation or fraud by the Sellers may be made or brought by the Buyer at any time. After the expiration of the period of time referred to in (a) of this section, the Sellers will be released from all obligations and liabilities in respect of the representations and warranties made by the Sellers and contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby, except with respect to any warranty claim made by the Buyer in writing prior to the expiration of such period and subject to the rights of the Buyer to make any claim permitted by (b) and or (c) of this section.

Survival of Representations and Warranties of Sellers. (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 each 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 Sellers. The representations, warranties, covenants and agreements of Sellers shall survive the Closing without regard to any investigations made by Buyer and shall continue in full force and effect forever.

Survival of Representations and Warranties of Sellers. The representations and warranties made by Sellers in this Agreement that constitute (i) Seller General Representations shall expire at 5:00 p.m., New York City time, on the 365 th day after the Closing Date, (ii) Seller Fundamental Representations (other than those set forth in Section 4.04) shall survive indefinitely, (iii) the representation and warranties set forth in Section 4.04 shall survive for 18 months following the Closing Date, and (iv) Tax Representations shall expire at 5:00 p.m., New York City time, on the date that is the earlier to occur of (A) 60 days after the end of the applicable statute of limitations or

Survival of Representations and Warranties of Sellers. The representations and warranties made by Sellers in Article V of this Agreement and any schedule or exhibit attached hereto, respectively, shall survive the date hereof for a period of two years from the Closing Date. Notwithstanding anything contained in this Agreement, including, without limitation, this Section 11.1, any claims with respect to representations and warranties made by Sellers in this Agreement shall survive and continue following the expiration of the survival period stated above (i) if such claim is submitted in writing to the Company prior to the end of the survival period stated in this Section 11.1 and identified as a claim for indemnification pursuant to this Agreement (in which case the claim shall survive indefinitely) or (ii) if such claim ultimately determined to be based upon fraud or willful breach or misrepresentation by any Seller, in which event such claims shall survive for a two year period following its discovery by Purchaser.

Survival of Representations and Warranties of Sellers. The representations and warranties made by Sellers in Article V of this Agreement and any document, schedule, exhibit or other instrument relating hereto, respectively, shall survive the date hereof for the following stated periods: (a) With respect to all representations and warranties other than those made in Sections 5.1, 5.2, 5.5, 5.12, 5.13, 5.14 and 5.20, for a period of two (2) years; (b) With respect to the representations and warranties made in Sections 5.1, 5.2, 5.5, 5.12, 5.13 and 5.16 for a period of ten (10) years; and (c) With respect to the representations and warranties made in Sections 5.14 and 5.20 for a period equal to the relevant statute of limitations. Notwithstanding anything contained in this Agreement, including, without limitation, this Section 11.1, any claims with respect to representations and warranties made by Sellers in this Agreement or in any document or other instrument relating hereto shall survive and continue following the expiration of the respective survival periods stated above (i) if such claim is submitted in writing to Sellers prior to the end of the respective survival periods stated in this Section 11.1 or otherwise and identified as a claim for indemnification pursuant to this Agreement or (ii) if such claim is based upon fraud or willful breach or misrepresentation by any Seller. In either event, such claims shall survive indefinitely.

Survival of Representations and Warranties of Sellers. Subject to Section 5.14(e), all representations, warranties, covenants and agreements made by the Sellers in this Agreement or any Closing Document shall survive the Closing and shall continue in full force and effect as follows: (a) the representations and warranties set forth in Sections 3.1.1 (Corporate Matters), 3.1.5 (Title to Purchased Shares), 3.1.6 (No Options), 3.1.7 (Shareholders’ Agreement), 3.1.44 (Investment Canada Act), 3.2.1 (Corporate, Trust and Other Matters) and 3.2.4 (Title to Purchased Shares) of this Agreement shall survive the Closing and continue without time limit; (b) the representations and warranties set forth in Section 3.1.15 (Tax Matters) shall survive the Closing Date and continue until six months following the expiration of any time within which an assessment, reassessment or similar document or determination may be issued under any Applicable Law and after such period, the Sellers shall not have any further liability hereunder with respect to such representations and warranties except with respect to claims properly made within such period; (c) all of the other representations and warranties contained in this Agreement or any Closing Document shall survive for a period ending on September 15, 2009; and after such period, the Sellers 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 (d) all covenants and agreements of the Sellers contained in this Agreement or any Closing Document shall survive the Closing and, except as contemplated herein or therein, as the case may be, continue without time limit. 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 any of the Sellers.

Survival of Representations and Warranties of Sellers. Unless otherwise indicated herein, the covenants, representations and warranties of Sellers contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto or thereto shall survive by one (1) year upon the Completion of the transactions contemplated hereby.

Survival of Representations and Warranties of Sellers. Absent fraud by Sellers (as determined by a court of law), all representations and warranties made by Sellers in this Agreement shall survive the Closing for a period of two (2) years after the Closing Date, except for (a) the representations and warranties contained in Sections 2.19 and 2.21, which shall survive for one (1) month after the maximum period permitted by law and (b) the representations and warranties contained in Section 2.3, which shall survive indefinitely; provided, however, that any representation, warranty, covenant or agreement pertaining to a claim for which Buyer shall have given written notice to Sellers describing in reasonable detail the facts relating to such claim on or prior to the expiration of the applicable period specified above shall survive (solely for the purpose of resolving such claim) until the resolution of such claim.