Common use of Survival of Representations; Claims for Indemnification Clause in Contracts

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 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 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. Notwithstanding the above, claims resulting from the failure by the Seller to pay any Tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months after any applicable statute of limitations.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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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 third second anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third 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 threetwo-year period. Notwithstanding the above, above claims resulting from the failure by the Seller to pay any Tax when due any tax or for breach of the representations made in Section 2.13 hereof, claims relating to Seller's employee benefit plans shall expire six months 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 third second anniversary of the final Closing Date, except for claims, if any, asserted in writing prior to such third 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 threetwo-year period. Notwithstanding the above, above claims resulting from the failure by the Seller to pay any Tax when due any tax or for breach of the representations made in Section 2.13 hereof, claims relating to Seller's employee benefit plans shall expire six months 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 third eighteen-month anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third 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 threeeighteen-year month period. Notwithstanding the above, above claims resulting from the failure by the any Seller or Principal to pay any Tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months 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 third 18 month anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third 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 three18-year month period. Notwithstanding the above, above claims resulting from the failure by the any Seller or Principal to pay any Tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months 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 third anniversary of date which is 18 months after the Closing Date, except for claims, if any, asserted in writing prior to such third 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 three18-year month period. Notwithstanding the above, above claims resulting from the failure by the Seller to pay any Tax tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months 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 third second anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third 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 threetwo-year period. Notwithstanding the above, above claims resulting from the failure by the Seller to pay any Tax when due any tax or for breach of the representations made in Section 2.13 hereof, claims relating to Seller's employee benefit plans shall expire six months one year after any applicable statute of limitations.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

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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 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 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. Notwithstanding the above, above claims resulting from the failure by the any Seller or Principal to pay any Tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months 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 third anniversary of eighteen months after the Closing Date, except for claims, if any, asserted in writing prior to such third 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 threeeighteen-year month period. Notwithstanding the above, above claims resulting from the failure by the Seller to pay any Tax tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months 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 third second anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third 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 threetwo-year period. Notwithstanding the above, claims resulting from the failure by the Seller to pay any Tax tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months one year after any applicable statute of limitations.

Appears in 1 contract

Samples: Asset Purchase Agreement (Choices Entertainment Corp)

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