Survival of Representations and Warranties; Severability. All -------------------------------------------------------- representations and warranties contained in this Agreement or the Transaction Documents or made in writing by or on behalf of the Company in connection with the transactions contemplated by this Agreement or the Transaction Documents shall survive, for the duration of any statutes of limitation applicable thereto, the execution and delivery of this Agreement, any investigation at any time made by the Purchaser or on the Purchaser's behalf, the purchase of the Units by the Purchaser under this Agreement and any disposition of or payment on the Units. All statements contained in any certificate or other instrument delivered to the Purchaser by or on behalf of the Company pursuant to this Agreement or the Transaction Documents at the Closing shall be deemed representations and warranties of the Company under this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.
Survival of Representations and Warranties; Severability. (a) All covenants, representations and warranties made hereunder or in the Credit Agreement or other documents delivered pursuant hereto or thereto or in connection herewith of therewith shall survive the execution and delivery hereof and thereof until terminated in accordance with the terms hereof. Such representations and warranties have been or will be relied upon by the Secured Parties, regardless of any investigation made by the Secured Parties or on their behalf and shall continue in full force and effect until terminated in accordance with the terms hereof.
Survival of Representations and Warranties; Severability. All representations and warranties contained in this Agreement or the Transaction Documents or made in writing by or on behalf of the Company in connection with the transactions contemplated by this Agreement or the Transaction Documents shall survive, for a period of two years after the date hereof; provided however the representations and warranties contained in Section 5.2, 5.4, 5.5, 5.6, 5.10, 5.11, 5.20, 5.26, and 5.27 shall survive indefinitely; provided further, however that if prior to the expiration of the survival period set forth hereinabove, the Company shall have been notified of a claim for indemnity hereunder and such claim shall not have been finally resolved before the expiration of such survival period, then any representation or warranty that is the basis for such claim shall continue to survive and shall remain a basis for indemnity as to such claim until such claim is finally resolved. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.
Survival of Representations and Warranties; Severability. All representations and warranties contained in this Agreement or the Transaction Documents or made in writing by or on behalf of the Company in connection with the transactions contemplated by this Agreement or the Transaction Documents shall survive, for the duration of any statutes of limitation applicable thereto, the execution and delivery of this Agreement, any investigation at any time made by any Purchaser or on such Purchaser's behalf, the purchase of the Notes and Warrants by the Purchasers under this Agreement and any disposition of or payment on the Notes or Warrants. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.
Survival of Representations and Warranties; Severability. All representations and warranties contained in this Agreement or made in writing by or on behalf of the Authority in connection with the transactions contemplated by this Agreement shall survive, for the duration of any statutes of limitation applicable thereto, the execution and delivery of this Agreement, any investigation at any time made by Purchaser or on Purchaser's behalf, the purchase of the Subordinated Notes by Purchaser under this Agreement and any disposition or payment of the Subordinated Notes. All statements contained in any certificate or other instrument delivered by or on behalf of the Authority pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall be deemed representations and warranties of the Authority under this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.
Survival of Representations and Warranties; Severability. All representations and warranties made by any party contained in this Agreement, any Schedule or certificate delivered pursuant hereto or made in writing by or on behalf of a party in connection with the transactions contemplated by this Agreement shall survive the Closing Date and remain in full force and effect for one year following the Closing, except that the representations and warranties set forth in Section 3.10 shall survive until the expiration of the applicable statute of limitations; provided, however, that the indemnification obligations of each of the parties with respect to such matters shall not terminate with respect to any matter as to which the party entitled to indemnification hereunder shall have made a claim prior to the time such representations and warranties shall have ceased to survive by delivering written notice thereof to the other party pursuant to the provisions set forth in Section 8.4(a) of this Agreement. All statements contained in any Schedule, certificate or other instrument delivered by a party pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall be deemed representations and warranties under this Agreement.
Survival of Representations and Warranties; Severability. All -------------------------------------------------------- representations and warranties made by Optionee and Optionor contained in this Agreement or other agreement delivered pursuant hereto or made in writing by or on behalf of Optionee or Optionor in connection with the Option otherwise shall survive the execution and delivery of this Agreement.
Survival of Representations and Warranties; Severability. All representations and warranties of the Company and the Buyers contained in Articles IV and V of this Agreement and all unasserted claims and causes of action with respect thereto shall survive for 12 months after the Closing Date except for those designated in the following sentence, which shall survive for the respective periods designated therein. The Company’s obligation under Section 4.14 shall survive the Closing until the expiration of the statute of limitations (giving effect to any waiver, mitigation or extension thereof) on assessment of the relevant Tax.
Survival of Representations and Warranties; Severability. All -------------------------------------------------------- representations and warranties made by Purchaser and Seller contained in this Agreement or other agreement delivered pursuant hereto or made in writing by or on behalf of Purchaser or Seller in connection with the sale of the Company Shares otherwise shall survive the execution and delivery of this Agreement.
Survival of Representations and Warranties; Severability. All representations, warranties and agreements contained in this Agreement or made in writing by or on behalf of the Company or by the Subscriber in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by the Subscriber or any other holder of the Shares on the Subscriber's behalf, the purchase of the Shares under this Agreement and any disposition or payment of the Shares. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall be deemed representations and warranties of the Company under this Agreement.
