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.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 third anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such second 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 twothree-year period. Notwithstanding the above claims resulting from the failure by the any Seller or Principal to pay any Tax when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 eighteen months after the second anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such second anniversarythe eighteenth month after the Closing Date, 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 twoeighteen-year month period. Notwithstanding the above claims resulting from the failure by the Seller to pay any tax when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 above, claims resulting from the failure by the Seller to pay any tax when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Choices Entertainment Corp)
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.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 date which is 18 months after the final Closing Date, except for claims, if any, asserted in writing prior to such second anniversarydate, 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 two18-year month period. Notwithstanding the above claims resulting from the failure by the Seller to pay any tax when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 third anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such second 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 twothree-year period. Notwithstanding the above above, claims resulting from the failure by the Seller to pay any Tax when due any tax or claims relating to Seller's employee benefit plans for breach of the representations made in Section 2.13 hereof, shall expire one year six months after any applicable statute of limitations.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 18 month anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such second 18 month 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 two18-year month period. Notwithstanding the above claims resulting from the failure by the any Seller or Principal to pay any Tax when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations, including any extensions thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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 eighteen-month anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such second eighteen-month 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 twoeighteen-year month period. Notwithstanding the above claims resulting from the failure by the any Seller or Principal to pay any Tax when due any tax or claims relating to Seller's employee benefit plans shall expire one year after any applicable statute of limitations.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
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.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)