Survival of Representations; Covenants. The representations and warranties in this Agreement shall terminate upon and not survive the Closing Date. This Section 10.3 shall not limit any covenant or agreement of the parties contained herein which by its terms contemplates performance after the Holdings Effective Time.
Survival of Representations; Covenants. All representations, warranties, covenants and agreements made by the parties in this Agreement or pursuant to this Agreement in any certificate, instrument or document, will survive the consummation of the transactions contemplated by this Agreement for the period contemplated in Section 11.4.
Survival of Representations; Covenants. Except in the case of Fraud or willful misconduct, (a) the Fundamental Representations and the representations and warranties set forth in Section 3.8 shall survive ninety (90) days after the expiration of the applicable statute of limitations (taking into account applicable extensions thereof) and (b) all covenants to be performed after the Closing shall survive until fully performed or waived by the Party to whose benefit such covenant inures. Except in the case of Fraud or willful misconduct, no other representation, warranty or covenant set forth in this Agreement shall survive the Closing. Notwithstanding the foregoing, if notice with respect to a claim for indemnification under Section 7.2 has been delivered to the Person from which an indemnity is claimed or sought thereunder (the “Indemnifying Party”) in good faith prior to the expiration of the applicable survival period set forth in this Section 7.1 or if any indemnification obligation otherwise arises as a result of Fraud or willful misconduct, then any representations or warranties that are the subject of such notice shall survive until such claim is finally and fully resolved.
Survival of Representations; Covenants. The representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.6(a), 2.7(a), 2.9 (with respect to Transferable Permits only), 2.13 and 2.16 of this Agreement shall survive until the expiration of the applicable statute of limitations with respect to the matters represented and warranted therein (or indefinitely if there is no such statute). The representations and warranties set forth in Section 2.11 (the "Tax Representations") of this Agreement shall survive until the expiration of the applicable statute of limitations with respect to the matters represented and warranted therein (including extensions), plus an additional six-month period. The representations and warranties set forth in Section 2.14 (Environmental Laws and Regulations) (the "Environmental Representations"), shall survive until the earlier of (i) five years from the Closing Date or (ii) the expiration of the applicable statute of limitations with respect to such matters represented and warranted (or five years, if there is no statute); provided, however, that such limitation shall not be applicable to any Releases, whether occurring on-site or off-site. All Environmental Representations addressing Releases shall survive until the expiration of the longest applicable statute of limitations with respect to such matters, or indefinitely if there is no such statute. All other representations and warranties set forth in this Agreement shall survive a period of eighteen (18) months from the Closing Date. The covenants and agreements of each of Seller and WTI contained in this Agreement shall survive the Closing in accordance with their respective terms. The representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.6(a) and 2.7(a) are the "Title and Partnership Authority Representations".
Survival of Representations; Covenants. The representations and warranties of the Company, Parent, Guarantor, and Buyer contained in this Agreement (whether or not contained in Articles III, IV and V) or in any certificate delivered pursuant to Section 7.2 or 7.3 shall survive the Closing (a) indefinitely with respect to the representations and warranties contained in Section 3.1 (Organization and Qualification), Section 3.2 (Capitalization), Section 3.4 (Authority; Binding Agreement), Section 3.18 (Brokers) Section 4.2 (Authority; Binding Agreement), Section 5.4 (Authority; Binding Agreement), and Section 5.6 (Brokers) (the “Fundamental Representations”), (b) until sixty (60) calendar days after the expiration of all applicable statues of limitations (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 3.14 (Company Plans) and Section 3.17 (Tax Matters), (c) until thirty-six (36) months after the Closing Date with respect to matters covered by Section 3.8 (Government Contracts), Section 3.12 (Environmental Laws), Section 3.13 (Intellectual Property), Section 3.15 (Labor Matters), Section 3.20 (Aircraft and Flight Operations), and Section 3.22 (Accounts Receivable), (d) until eighteen (18) months after the Closing Date in the case of all other representations and warranties. Each covenant, obligation or agreement of the Company, Parent, Guarantor, or Buyer contained in this Agreement to be performed in whole or in part after the Closing shall survive the Closing in accordance with their respective terms, and if no expiration date is specified, shall expire on the date that is eighteen (18) months following the last date on which such covenant, obligation or agreement is or should have been fully performed in accordance with its terms (each applicable period in the first or second sentences of this Section 9.1, the “Indemnity Period”). Notwithstanding anything herein to the contrary, no claim for breach of any representation or warranty may be asserted after the expiration of the applicable Indemnity Period; provided, that the written assertion prior to expiration of the Indemnity Period of any claim by a party for indemnification hereunder with respect to the breach or alleged breach of any representation or warranty or the failure or alleged failure to perform any covenant, agreement or other obligation, which assertion specifies in reasonable detail and to the extent known at the time of such assertion the underlying facts supporting ...
Survival of Representations; Covenants. (a) Except as set forth in paragraph (b) of this Section 10.1, the respective representations and warranties of Buyer and Seller set forth in this Agreement or in any Schedule, Exhibit, agreement, certificate or document delivered pursuant to this Agreement shall survive the purchase and sale of the Purchased Assets pursuant to this Agreement for a period of one (1) year after the Closing Date. Covenants shall survive in accordance with their respective terms.
Survival of Representations; Covenants. (a) The representations and warranties of the Company and the Sellers contained in this Agreement (whether or not contained in Articles 3 or 4), any Ancillary Document or in any certificate delivered pursuant to Section 7.2, other than the representations and warranties set forth in (i) Section 3.1 (Organization and Qualification; Subsidiaries), Section 3.2 (Capitalization of the Group Companies), Section 3.3 (Authority), Section 3.17 (Brokers), and Section 3.19 (Transactions with Affiliates) (the “Company Fundamental Representations”), (ii) Section 4.1 (Organization), Section 4.2 (Authority), Section 4.4 (Title to the Units) and Section 4.6 (Brokers) (the “Individual Seller Fundamental Representations”, and together with the Company Fundamental Representations, the “Seller Fundamental Representations”) and (iii) Section 3.16 (Tax Matters), shall survive the Closing for a period of fifteen (15) months (the “General Survival Expiration Date”) at which time such representations shall terminate and thereafter be of no force and effect. The Seller Fundamental Representations shall survive the Closing indefinitely. The representations and warranties of the Group Companies set forth in Section 3.16 (Tax Matters) shall survive until the earlier of (x) the three-year anniversary of the Closing and (y) the expiration of the R&W Insurance for applicable Tax matters.
Survival of Representations; Covenants. The representations and warranties of Seller contained in this Agreement, and in the other agreements and certificates contemplated hereby shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 18 months following the Closing Date; provided, that the Fundamental Representations and IP Matters will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of or knowledge obtained by any of the parties hereto, until the date that is the later of (i) the date that is 3 years following the Closing Date and (ii) expiration of the applicable statute of limitations for claims against Seller that seek recovery of Indemnifiable Damages to the extent resulting from an inaccuracy or breach of such Fundamental Representations or IP Matters. The representations and warranties of Purchaser contained in this Agreement, and in the other agreements and certificates contemplated hereby, shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties hereto, until the date that is 18 months following the Closing Date. All covenants or agreements of a party hereto set forth in this Agreement that contemplated performance following the Closing shall survive the consummation of the Transactions in accordance with their respective terms.
Survival of Representations; Covenants
