Survival of Representations and Warranties of the Seller. All representations, warranties, agreements, covenants and obligations made or undertaken by the Seller in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and Keebler, shall survive the Closing hereunder, and shall not merge in the performance of any obligation by any party hereto.
Survival of Representations and Warranties of the Seller. Each Seller agrees and acknowledges that (a) the representations and warranties set forth in paragraph (j) shall survive indefinitely and (b) all other representations and warranties set forth in this section shall survive for a period of one-year following the Closing.
Survival of Representations and Warranties of the Seller. Notwithstanding any right of the Buyer to investigate fully the affairs of the Seller and the Subsidiaries 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 documents delivered pursuant to this Agreement. All representations and warranties of the Seller contained in this Agreement shall terminate on the Closing Date.
Survival of Representations and Warranties of the Seller. (a) All the representations and warranties of the Seller as set forth in Article VI shall survive the Closing Date and shall be effective and enforceable until the following expiration dates:
(i) 18 months after the Closing Date, for all matters other than those indicated in Paragraph (a)(ii) below;
(ii) the expiration of the respective statutes of limitation periods with respect to any liability arising from a breach of the representation and warranties under Section 6.01.04 (Title to Quota), Section 6.01.15 (Labour), Section 6.01.18 (Environment) and Section 6.01.29 (Tax).
(b) In the event that a Notice of Claim concerning any of the matters above is notified by Buyer to the Seller according to Article VIII below within the terms above, the right to be indemnified claimed by such Notice of Claim shall survive until such time as the relevant claim is finally resolved.
Survival of Representations and Warranties of the Seller. (i) The Seller Special Representations and indemnifications with respect to their breach shall survive until 60 days after the expiration of the applicable statute of limitations; provided that the representations and warranties in Section 3.20 shall survive until the expiration of 5 years after the Closing.
(ii) The representations and warranties of the Seller in this Agreement which are not Seller Special Representations shall survive the Closing until the expiration of 18 months after the Closing.
(iii) The representations and warranties of the Seller which are contained in Section 3.09 shall survive until 60 days after the expiration of the applicable statute of limitations.
Survival of Representations and Warranties of the Seller. Notwithstanding any right of the Buyer fully to investigate the affairs of the Seller and the Business and the Assets and notwithstanding any knowledge of facts determined or determinable by the Buyer pursuant to such investigation or right of investigation, the Buyer shall have the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder, except that:
(a) any theretofore unasserted General Claim (as defined in this Section 10) shall expire on the close of business on the day that is the second anniversary of the Closing Date;
(b) any theretofore unasserted Tax/Benefits Claim (as defined in this Section 10) shall expire when the applicable period under the statute of limitations therefor has expired; and
(c) any theretofore unasserted Covenant Claim (as defined in this Section 10) and Environmental Claim (as defined in this Section 10) shall expire on the close of business on the day that is the sixth anniversary of the Closing Date. As used in this Agreement, the following terms have the following meanings:
Survival of Representations and Warranties of the Seller. All representations and warranties made by the Seller in this Agreement shall survive the Closing without time limit.
Survival of Representations and Warranties of the Seller. Notwithstanding any right of the Buyer fully to investigate the affairs of the Seller with respect to the Business 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 and warranties of the Seller contained in this Agreement. All of the Seller's representations and warranties shall survive the execution and delivery of this Agreement and the Closing hereunder, and (except for the representations and warranties contained in Sections 3.1(b), 3.1(c), 3.2 and 3.3, which representations and warranties shall survive indefinitely (the "Indefinite Representations and Warranties")) such representations and warranties shall thereafter terminate and expire:
(1) On the date that is 24 months after the Closing Date with respect to any claim (other than a claim under Sections 3.9, 3.17 (with respect to claims other than relating to real property claims), 3.19 (as it relates to Losses arising under ERISA) or 3.23 hereof) based upon, arising out of or otherwise in respect of any fact, circumstance, action or proceeding of which the party asserting such claim shall not have given written notice on or prior to the second (2nd) anniversary of the Closing Date to the party against which such claim is asserted;
(2) On the expiration of the applicable statute of limitations, with respect to any Losses claim under Sections 3.9 or 3.19 (solely with respect to claims arising under ERISA) and (B) on the date that is five years after the Closing Date with respect to any claim under Section 3.23, in each case based upon, arising out of or otherwise in respect of any fact, circumstance, action or proceeding of which the Buyer shall not have given written notice on or prior to such date to the Seller; and
(3) On the tenth (10th) anniversary of the Closing Date with respect to any claim under Section 3.17 (other than with respect to real property claims insured by the Title Policies).
Survival of Representations and Warranties of the Seller. The representations and warranties of the Seller made in this Agreement are correct, true and complete as of the date hereof and will be correct, true and complete as of the Closing Date and shall survive the Closing Date for a period of three years, except that the representations and warranties contained in Section 4.09 hereof with respect to taxes shall survive the Closing Date, as applied to any particular tax, for so long as the amount of such tax is open to examination, reassessment and/or adjustment; provided, however, that any representation or warranty with respect to the breach or alleged breach of which a claim has been asserted by written notice to Seller prior to the expiration of the relevant time period shall survive (but only with respect to the claim or claims so asserted during such time period) for such longer period as may elapse for resolution of such claim as permitted by law.
Survival of Representations and Warranties of the Seller. Subject to Articles 10 and 14, the representations and warranties of the Seller contained in this Agreement shall survive the Closing and shall continue in full force and effect.
