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 365th 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. 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. 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:
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.
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.
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:
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. Subject to Section 7.02(a), the representations and warranties of Sellers made in this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance, or other right or remedy (whether in contract, in tort or at law, or in equity) may be brought after the Closing (it being acknowledged and agreed that the sole recourse of any member of the Purchaser Indemnified Group with respect to (i) the making of the representation and warranties under this Agreement or under any certificate delivered at Closing shall be to seek coverage under the R&W Insurance Policy or, if obtained, the Tax Insurance Policy, as applicable; provided, that the representations and warranties of Sellers in Section 3.08 shall expire on the date that is sixty (60) days following the expiration of the applicable statute of limitations; and (ii) the amount, value, and availability of any net operating losses of the Acquired Entities shall be to seek coverage under the Tax Insurance Policy, if obtained).
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:
