Survival of Representations and Warranties; Purchaser Investigation Clause Samples

Survival of Representations and Warranties; Purchaser Investigation. All representations, warranties, covenants and agreements of the Borrowers (or any one of them) contained herein, or made in writing by or on behalf of them pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance and delivery of the Note, the repayment of the Note and the due diligence or other investigation of the Borrowers and their Affiliates made by and on behalf of the Purchaser for a period of one (1) year after indefeasible payment in full of the Note and the PIK Notes. The Borrowers hereby agree that neither the Purchaser’s review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of any Person, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to modify the representations and warranties of the Borrowers contained in this Agreement or any other Investment Document or to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as so reduce the Purchaser’s right to rely on the accuracy of the representations and warranties of the Borrowers contained in this Agreement or any other Investment Document.

Survival of Representations and Warranties; Purchaser Investigation. All representations, warranties, covenants and agreements of the Issuers and the other Company Parties (or any one of them) contained herein, or made in writing by or on behalf of them pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance, sale and delivery of the Securities, the repayment of the Note and the exercise of the Warrant and the due diligence or other investigation of the Company Parties and their Affiliates made by and on behalf of the Purchaser. The Company Parties hereby agree that neither the Purchaser's review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of any Person, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as to reduce the Purchaser's right to rely on the accuracy of the representations and warranties of the Company Parties contained in this Agreement or any other Investment Document.

Survival of Representations and Warranties; Purchaser Investigation. All representations, warranties, covenants and agreements of the Company Parties (or any one of

Survival of Representations and Warranties; Purchaser Investigation. All representations, warranties, covenants and agreements of the Company Parties (or any one of them) contained herein, or made in writing by or on behalf of them pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance, sale and delivery of the Notes, the repayment of the Note and the due diligence or other investigation of the Company Parties and their Affiliates made by and on behalf of the Purchaser. The Company and the Guarantors hereby agree that neither the Purchaser's review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of any Person, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to modify the representations and warranties of the Company and the Guarantors contained in this Agreement or any other Investment Document or to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as so reduce the Purchaser's right to rely on the accuracy of the representations and warranties of the Company and the Guarantors contained in this Agreement or any other Investment Document.

Survival of Representations and Warranties; Purchaser Investigation. All representations, warranties, covenants and agreements of each member of the Company Group contained herein, or made in writing by or on behalf of any member of the Company Group pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance, sale and delivery of the Securities, the repayment of the Notes, and the due diligence or other investigation of any member of the Company Group and their respective Subsidiaries made by and on behalf of the Purchaser. Each member of the Company Group hereby agrees that neither the Purchaser's review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of any member of the Company Group or any of their respective Subsidiaries or other Affiliates, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as so reduce the Purchaser's right to rely on the accuracy of the representations and warranties of the members of the Company Group contained in this Agreement or any Related Agreement.

Survival of Representations and Warranties; Purchaser Investigation. All representations and warranties of the Company contained herein, or made in writing by or on behalf of the Company pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance, sale and/or delivery of the Notes, the repayment of the Notes and the due diligence or other investigation of the Company and its Subsidiaries made by and on behalf of the Purchaser. The Company hereby agrees that neither the Purchaser’s review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of the Company or any of its Subsidiaries or other Affiliates, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as so reduce the Purchaser’s right to rely on the accuracy of the representations and warranties of the Company contained in this Agreement or any Related Agreement.

Survival of Representations and Warranties; Purchaser Investigation. All representations, warranties, covenants and agreements of GFN, GFN (US), GFN Holdings and the Company contained herein, or made in writing by or on behalf of GFN, GFN (US) or the Company pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance, sale and delivery of the Securities, the repayment of the Note, and the exercise of the Bison Warrant, and the due diligence or other investigation of GFN, GFN (US), GFN Holdings, the Company and their respective Subsidiaries made by and on behalf of the Purchaser. GFN, GFN (US), GFN Holdings and the Company each hereby agrees that neither the Purchaser’s review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of GFN, GFN (US), GFN Holdings, the Company or any of their respective Subsidiaries or other Affiliates, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as so reduce the Purchaser’s right to rely on the accuracy of the representations and warranties of GFN, GFN (US), GFN Holdings and the Company contained in this Agreement or any Related Agreement.

Survival of Representations and Warranties; Purchaser Investigation. All representations and warranties of the Company Parties contained herein or in any other Investment Document, or made in writing by or on its or their behalf pursuant hereto thereto or in connection herewith or therewith, shall survive the Closing indefinitely. The Company agrees that neither the review by the Purchaser of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of any Company Party, Subsidiary or Affiliate thereof, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to constitute knowledge by the Purchaser of the existence or absence of any facts, circumstances or other matters so as to reduce the Purchaser’s right to rely on the truth and accuracy of the representations and warranties made by the Company Parties in this Agreement or any other Investment Documents, respectively.

Survival of Representations and Warranties; Purchaser Investigation. The representations and warranties of Sellers set forth in this Agreement and in any other Transaction Document shall survive (and not be affected in any respect by) the Closing, and Sellers shall remain jointly and severally liable for any breach of such representations and warranties, for a period of one (1) year following the Closing Date; provided, however, that (a) the representations and warranties set forth in Section 3.10 (Taxes), shall survive for the period ending ninety (90) days after the expiration of the statute of limitations (including extensions) applicable to any breach thereof, (b) the representations and warranties set forth in Section 3.1 (Organization), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (No Conflicts), Section 3.4 (Consents and Approvals), Section 3.6 (Title to Properties; Liens and Encumbrances), Section 3.17 (No Brokers) and Section 3.18 (Solvency) shall survive the Closing indefinitely, (c) any representations and warranties as to which a claim is submitted in writing prior to the expiration of the applicable survival period hereunder and identified as a claim for indemnification (including details as to the nature and, to the extent known, the amount of the claim) shall survive until the matter has been finally resolved; (d) any claims for breach of any representation or warranty or which is based on fraud or intentional misrepresentation shall survive until the matter is finally resolved; and (e) any claim for breach of any covenant, indemnity or other obligation contained herein shall survive the Closing indefinitely. In addition, each Seller agrees that neither the review by Purchaser of the books and records, condition, business, assets, properties, operations or prospects of Sellers, the Harv▇▇ ▇▇▇ertainment Assets or the Harv▇▇ ▇▇▇ertainment Business, nor any other due diligence investigation by or on behalf of Purchaser, nor the participation of Purchaser in the preparation of the Schedules, shall modify or otherwise limit the right of Purchaser to rely on the truth and accuracy of the representations and warranties of Sellers contained in this Agreement or any other Transaction Document, it being understood that the Schedules are the sole responsibility of Sellers.