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.
(b) If any provision of this Agreement or the Credit Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions contained herein and therein shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision 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 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 Purchaser 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 or any investigation at any time made by Seller or on Seller's behalf. All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall be deemed representations and warranties of the Purchaser 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 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 any party contained in this Agreement, any Schedule, Exhibit or certificate delivered pursuant hereto or made in writing by or on behalf of the Sellers in connection with the transactions contemplated by this Agreement shall survive through the date prescribed by the applicable statute of limitations, regardless of any investigation made by the Buyer or on its behalf, subject to the time limitations of Article VII. All statements contained in any Schedule, Exhibit, certificate or other agreement or instrument delivered by or on behalf of the Sellers pursuant to this Agreement or in connection with the transactions contemplated by this Agreement shall be deemed representations and warranties of the Sellers under this Agreement. The covenants and agreements of the parties shall survive the Closing, subject to the time limitations of Article VII.
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 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 contained in this Agreement shall survive the execution and delivery of this Agreement, and the Closing. Any provision of this Agreement that is prohibited or unenforceable in any juris- diction 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.
