Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the second anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such second anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 9 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such two-year period. Notwithstanding the above claims resulting from the failure by the Seller to pay when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations.
Survival of Representations; Claims for Indemnification. All representations, warranties and covenants made by Seller and Buyer in this Agreement, or in any instrument or document furnished in connection with this Agreement or the transactions contemplated hereby, shall survive the Closing and the consummation of the transactions contemplated hereby for 36 months. Notwithstanding the foregoing, (a) the representations and warranties of Seller contained in Article 2 shall survive the Closing and the consummation of the transactions contemplated hereby without limitation for the applicable statute of limitations, and (b) any valid claim that is properly asserted in writing pursuant to Section 7.01 and/or 7.02 prior to the expiration as provided in this Section 7.04 of the representation or warranty that is the basis for such claim shall survive until such claim is finally resolved and satisfied. Notwithstanding anything herein to the contrary, the covenants set forth herein at Section 7.01 hereof shall survive for an indefinite period of time unless otherwise set forth in such section.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the first anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such first anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 7 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such one-year period.
Survival of Representations; Claims for Indemnification. All ------------------------------------------------------- representations, warranties and indemnities made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations, warranties and indemnities shall expire on the third anniversary of the Closing Date, except for (i) claims with respect to the matters set forth in Section 9.2(d), (h), (i), (j) and (k), which shall survive until the date six months after the expiration of the applicable statute of limitations, or any extension thereof and (ii) claims, if any, asserted in writing prior to such third anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 9 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such three-year period.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the Transferor and the Transferee in this Agreement, or in any instrument or document furnished in connection with this Agreement or the transactions contemplated hereby, shall survive the Closing and the consummation of the transactions contemplated hereby and continue until six (6) months following the Closing Date, at which time they shall expire and terminate. Notwithstanding the foregoing, (a) the representations and warranties of the Transferor contained in Sections 2, 3.01, 3.02, and 3.03 and of the Transferee contained in Sections 5.01 and 5.03 shall survive the Closing and the consummation of the transactions contemplated hereby without limitation, and (b) any valid claim that is properly asserted in writing pursuant to Section 9.03 prior to the expiration as provided in this Section 9.06 of the representation or warranty that is the basis for such claim shall survive until such claim is finally resolved and satisfied.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument, document or certificate delivered under Article 6 or Article 7 herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto except as limited by the provisions of Section 5.4 hereof. All such representations and warranties shall expire on the eighteen-month anniversary of the Closing Date, except for claims with respect thereto, if any, asserted in writing prior to such eighteen-month anniversary, which shall survive until finally resolved and satisfied in full, provided, however, that:
(a) claims arising out of or related to any breach of the representations and warranties contained in the first sentence of Section 2.3 shall survive indefinitely;
(b) claims arising out of or related to the Retained Liabilities shall (i) survive indefinitely and (ii) not be subject to the limitations on indemnification set forth in Sections 8.6 and 8.8; and
(c) claims arising out of or related to any breach of the covenants contained herein shall survive until one year after the expiration of such covenants or the final performance date thereof.
Survival of Representations; Claims for Indemnification. All ------------------------------------------------------- representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All claims for indemnification relating to a breach of a representation or warranty shall be asserted prior to the end of the twelve month period commencing on the Closing Date.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the Parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Parties hereto. All such representations and warranties shall expire on the second anniversary of the Closing Date, except (i) for claims, if any, asserted in writing prior to such second anniversary, which shall survive until finally resolved and satisfied in full, (ii) for the representations and warranties of the Seller set forth in Section 2.4 (Ownership of Assets), which shall continue indefinitely, (iii) for the representations and warranties of the Seller set forth in Section 2.9 (Tax Matters), which shall continue until 90 days following the expiration of the applicable statue of limitations date and (iv) that obligations of the Seller and Stockholder, and Buyer for Seller Indemnifiable Amounts and Buyer Indemnifiable Amounts, respectively, arising out of or in connection with fraud or knowing misrepresentations or omissions of the Seller or Stockholder, or the Buyer, respectively, will have no time limit (other than limits imposed by applicable statutes of limitations, if any). All claims and actions for indemnity pursuant to this Section 8 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of the applicable period.
Survival of Representations; Claims for Indemnification. All ------------------------------------------------------- representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties and the Physician's obligations pursuant to Sections 6.1(a)(i) and (ii) and PQC's and Flagship's obligations pursuant to Section 6.1(b) shall expire on the third anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 6 shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such periods.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the Sellers and the Purchaser in this Agreement, or in any instrument or document furnished in connection with this Agreement or the transactions contemplated hereby, shall survive the Closing and any investigation at any time made by or on behalf of the Indemnified Party until the expiration of the Escrow Indemnity Period, other than (i) any claim made in respect of the breach of the representations and warranties set forth in Section 3.1, 3.2 and 3.3 or Section 4.3, which shall survive indefinitely and (ii) any claim made in respect of the breach of the representations and warranties set forth in Section 4.9 which shall survive **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** after the Closing Date. All such representations and warranties shall expire on the last day of the Escrow Indemnity Period, except for claims, if any, (i) asserted in writing prior to such last day of the Escrow Indemnity Period and identified as a claim for indemnification pursuant to this Section 9, (ii) made in respect of the breach of the representations and warranties set forth in Section 3.1, 3.2 and 3.3 or Section 4.3, or (iii) made in respect of the breach of the representations and warranties set forth in Section 4.9 which shall survive **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** after the Closing Date.
