Survival of Representations and Warranties; Survival of Covenants Sample Clauses

Survival of Representations and Warranties; Survival of Covenants. The Parties agree that the representations and warranties contained in this Agreement and any Ancillary Document shall expire as of the Closing. Following the Closing, no claim with respect to any breach of any representation or warranty contained in this Agreement or any Ancillary Document may be pursued or maintained (either hereunder or otherwise) against any other Party. The Parties agree that the covenants contained in this Agreement to be performed at or after the Closing shall survive in accordance with the terms of the particular covenant or until fully performed.
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Survival of Representations and Warranties; Survival of Covenants. The representations and warranties contained in or made pursuant to Article 3 and Article 4 of this Agreement shall survive the Closing for the following timeframes: (a) All of the representations and warranties contained in Sections 3.1 [Organization and Related Matters], 3.2 [Stock], 3.4 [Tax and Other Returns and Reports], 3.8 (first sentence only) [Authorization; No Conflicts], 3.16 [Employee Benefits], 3.20 [No Brokers or Finders], 3.22 [Environmental Compliance], 4.1 [Organization and Related Matters], 4.2 [Authorization] and 4.4 [No Brokers or Finders] shall survive the Closing and continue until the expiration of the applicable statute of limitations, as the same may be extended or shortened. (b) All of the representations and warranties contained in Sections 3.13 [Permits] and 3.14 [Compliance with Law] shall survive the Closing and continue for three (3) years following the Closing Date. (c) All representations and warranties other than those listed in Sections 8.3(a) and 8.3(b) shall survive the Closing and continue until the earlier of: (i) thirty (30) days after completion in calendar year 2009 of the Coinstar, Inc. 2008 calendar year audit and (ii) eighteen (18) months following the Closing Date. All covenants and agreements herein contemplating performance after the Closing shall survive until performed as required, subject to any limitations contained therein. The foregoing limitations as to time in this Section 8.3 shall not apply to any claims based on fraud pursuant to Section 9.15.
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Survival of Representations and Warranties; Survival of Covenants. (a) The representations and warranties of the Seller contained in this Agreement and the Ancillary Agreements shall survive the Closing until the eighteen-month anniversary of the Closing; provided, however, that (i) the Seller’s Fundamental Representations shall survive indefinitely, (ii) the representations and warranties dealing with Tax matters as well as the matters set forth in Section 3.18 shall survive until 90 days after the expiration of the relevant statute of limitations in question and (iii) the representations or warranties of the Seller contained in Section 3.10, such representations and warranties shall, for purposes of such claims by the Purchaser, survive the Closing until the fifth anniversary of the Closing. Neither the period of survival nor the liability of the Seller with respect to the Seller’s representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Purchaser. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. (b) The representations and warranties of the Purchaser contained in this Agreement and the Ancillary Agreements shall survive the Closing until the eighteen-month anniversary of the Closing; provided, however, that the Purchaser Fundamental Representations shall survive indefinitely. Neither the period of survival nor the Liability of the Purchaser with respect to the Purchaser’s representations and warranties shall be reduced by any investigation made at any time by or on behalf of the Seller. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Seller to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved. (c) All covenants and agreements contained in this Agreement and in the Ancillary Agreements which by their terms contemplate performance after the Closing shall survive the Closing until the later of the eighteen-month anniversary of the Closing or the expiration of the term of undertaking set forth in such covenants and agreements; provided, however, that all covenants and agreements with respect to Taxes shall survive the Closing until ninety days after the expiration of the relevant statute o...
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Survival of Representations and Warranties; Survival of Covenants. All representations or warranties made in this Agreement shall survive with respect to any written claim for breach thereof brought no later than 18 months after the Closing Date, and no claim for breach thereof may be brought after such time. All covenants made by any party pursuant to this Agreement shall survive the Closing until the expiration or performance of the applicable covenant.
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Survival of Representations and Warranties; Survival of Covenants. (a) If the Acquisition is consummated, the representations and warranties of the Company and the Company Shareholders set forth in this Agreement, or in any agreement, document, certificate or other instrument required to be delivered by the Company or the Company Shareholders under or pursuant to this Agreement, shall survive the Closing and shall remain in full force and effect until 11:59 p.m. (Israel time) on the eighteen (18) month anniversary of the Closing Date; provided, however, that the representations and warranties of (x) the Company Shareholders set forth in (A) Section 4.1 (Organization and Good Standing), (B) Section 4.2 (Authority and Enforceability), (C) Section 4.3 (No Conflicts) and (D) Section 4.4 (Title to Shares); and (y) the Company set forth in (A) Section 3.1 (Organization and Good Standing), (B) Section 3.2 (Authority and Enforceability), (C) Section 3.4 (No Conflicts), (D) Section 3.5 (Capitalization) and (E) Section 3.11 (Taxes) (such representations and warranties of the Company Shareholders referred to in (x) and of the Company referred to in (y) being collectively referred to hereinafter as the “Seller Fundamental Representations”) shall survive the Closing and shall remain in full force and effect until 11:59 p.m. (Israel time) on the seventy-two (72) month anniversary of the Closing Date (the survival period of each such representation and warranty, as applicable, shall be referred to in this Section 9.1(a) as the “Survival Period”); and provided further that in the event of any fraud of or by the Company or any Company Shareholder in respect of any such representations or warranties, such representations and warranties made by the Company or such Company Shareholder, as applicable, shall survive the Closing and shall remain in full force and effect until the expiration of the applicable statute of limitations in respect of the matters addressed by any such representations or warranties. In the event that any Buyer Indemnified Party shall bring an Indemnification Claim in respect of a breach of a representation or warranty of the Company or any Company Shareholder set forth in this Agreement or in any agreement, document, certificate or other instrument required to be delivered by the Company or the Company Shareholders under or pursuant to this Agreement prior to the expiration of the Survival Period applicable to the representation or warranty of the Company or any such Company Shareholder on which such Indemnification Cl...
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Survival of Representations and Warranties; Survival of Covenants. The representations and warranties contained in or made pursuant to Section 4 and Section 5 of this Agreement shall survive the Closing for the following timeframes: (a) All of the representations and warranties contained in Section 4(a) [Organization and Authority], Section 4(c) [Capitalization of MBFS and MBFS Subsidiaries], Section 5(a) [Organization and Authority], Section 5(g) [No Broker] shall survive the Closing and continue until the expiration of the applicable statute of limitations, as the same may be extended or shortened. (b) All representations and warranties other than those listed in Section 6(a) shall survive the Closing and continue for one (1) year following the Closing Date. (c) All covenants and agreements herein contemplating performance after the Closing shall survive until performed as required, subject to any limitations contained therein. The foregoing limitations as to time in this Section 6 shall not apply to any claims based on fraud pursuant to Section 7(g).
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Survival of Representations and Warranties; Survival of Covenants. All of the representations and warranties of CPI, TaxMasters and the TaxMasters Stockholder contained in this Agreement, the Schedules and the Exhibits shall survive and not merge at the Closing hereunder and continue in full force and effect for a period of ninety (90) days after the Closing Date. The respective covenants and agreements of the parties contained in this Agreement shall survive the execution and delivery of this Agreement until fully performed.
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Survival of Representations and Warranties; Survival of Covenants. The respective representations and warranties made by each party contained in this Agreement shall survive the Closing Date and, notwithstanding the Closing Date and notwithstanding any investigation or inquiries made by or on behalf of a Party, shall continue in full force and effect until the end of the Survival Period, except that: (i) any such representations and warranties relating to Tax matters (the “Tax Representations”) shall survive the Closing Date and continue in full force and effect until after the expiration of all applicable statutes of limitation, including any suspensions, tollings or extensions thereof; (ii) a claim for any breach of any of such representations and warranties involving fraud or willful misrepresentation in connection with this Agreement may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; and (iv) no party shall be entitled to indemnification for breach of any representation and warranty set forth in the representations and warranties of each party unless a Claim Notice of such breach has been given to the Indemnifying Party within the period of survival of such representation and warranty as set forth herein. The covenants and agreements contained in this Agreement shall survive in accordance with their terms, and, unless otherwise provided in this Agreement, no party shall be entitled to indemnification for breach of any such covenant or agreement unless a Claim Notice of such breach has been given to the Indemnifying Party within the period of survival of such covenant or agreement.
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Survival of Representations and Warranties; Survival of Covenants. 9.1.1. The representations and warranties contained in this Agreement shall survive the Closing and shall remain in full force and effect for 365 days following the Closing Date, but subject to all express limitations and other provisions contained in this Agreement; provided, however, the representations and warranties of Seller as contained in Sections 5.1, 5.2, 5.3, and 5.14, and the representations and warranties of Buyer contained in Sections 7.1 and 7.2 in each case shall survive to the later of 365 days following the Closing Date or the termination of the applicable statute of limitations. Failure of a party to give notice of a claim based on an inaccuracy or breach of a representation or warranty in this Agreement within the applicable survival periods shall constitute a waiver of such claim. 9.1.2. The covenants contained herein shall survive the Closing in accordance with their respective terms.
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Related to Survival of Representations and Warranties; Survival of Covenants

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Survival of Representations, Warranties and Covenants (a) All representations, warranties, covenants, agreements and obligations of each Indemnifying Party contained in this Agreement and all claims of any Acquiring Party Indemnitee or Transferor Party Indemnitee in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the execution of this Agreement, and shall expire 18 months following the Closing Date, except that: (i) the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties which by their terms are to be performed after the execution of this Agreement shall survive the Closing Date and shall not expire unless otherwise expressly provided in this Agreement, including, without limitation, the covenants, agreements or obligations of any of the Transferor Parties or any of the Acquiring Parties in Sections 5.7, 5.8, 9.1, 9.2 and 9.4; and (ii) the Excluded Representations and Warranties, and all claims of any Transferor Party Indemnitee or Acquiring Party Indemnitee in respect of any breach of any such representation or warranty, shall survive the Closing Date and shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (b) Notwithstanding anything herein to the contrary, indemnification for claims for which written notice as provided in Section 9.5 has been given prior to the expiration of the representation, warranty, covenant, agreement or obligation upon which such claim is based shall not expire, and claims for indemnification thereon may be pursued, until the final resolution of such claim. (c) Notwithstanding anything herein to the contrary, indemnification for claims which arise out of the fraud, gross negligence, action taken in bad faith or intentional misrepresentation of the Indemnifying Party shall expire 30 days after the expiration of all applicable statutes of limitations, including extensions thereof. (d) No Indemnifying Party is required to indemnify any Indemnitee under this Agreement for any loss resulting from an inaccurate representation herein if the Indemnifying Party establishes that the Indemnitee had knowledge of that inaccuracy before the Closing.

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