Survival of Representations; Indemnity Periods. (a) Notwithstanding the right of Buyer to investigate the Centers or any right of any Party to investigate the accuracy of the representations and warranties of another Party in this Agreement, or any actual investigation by or knowledge of a Party, Seller has, on the one hand, and Buyer and Vanguard have, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement, and except as expressly provide otherwise in Section 9.02, Seller’s obligations in this Agreement to indemnify Buyer’s Indemnified Persons for breaches of any representation or warranty of Seller pursuant to this Article 9 will not be affected by any investigation by or on behalf of Buyer or by Buyer’s knowledge that any such representation is or might be untrue. The representations and warranties contained in this Agreement made by Seller and Buyer, respectively, will survive the Closing (X) indefinitely with respect to matters covered by Sections 3.02 (a), 3.04, 4.02(a) and 4.03 and (Y) until two years after the Closing Date in the case of all other representations and warranties, except that
Survival of Representations; Indemnity Periods. Notwithstanding any right of Buyer (whether or not exercised) to investigate the Hospital Businesses or any right of any Party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other Party contained in this Agreement, each of Seller and the New Foundation has, on the one hand, and Buyer and Vanguard have, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement as set forth in this Section. The representations, warranties, covenants and agreements in this Agreement made by the Parties will survive the Closing (a) indefinitely with respect to matters covered by Sections 2.4, 3.1, 4.1, 5.1, 12, 13, 14, 15, 17.13 and 18; (b) until the sooner of 60 days after the expiration of all applicable periods of statutes of limitations (including all periods of extension, whether automatic or permissive) or three years with respect to matters covered by Sections 3.5, 3.13, 3.17, 3.22, 3.23, 3.26, 3.27, 3.28, 4.4, 5.4, 5.7, 5.11, 5.13, 5.14 and 5.15; and (c) until the second anniversary of the Closing Date in the case of all other representations, warranties, covenants and agreements, except that:
Survival of Representations; Indemnity Periods. Notwithstanding any right of Buyer (whether or not exercised) to investigate the Hospital Businesses or any right of any Party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other Party contained in this Agreement, Sellers have, on the one hand, and Buyer and Vanguard have, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements in this Agreement made by Sellers and Buyer respectively will survive the Closing (a) indefinitely with respect to matters covered by Sections 2.03, 2.04, 3.01, 4.01, 9.01(c) and 9.03(c), (b) until 60 days after the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.05, 3.07, 3.13, 3.17, 3.22, 3.23, 3.24, 3.26, 3.27, 3.28 and 3.29, and (c) until the second anniversary of the Closing Date in the case of all other representations, warranties, covenants and agreements, except that
Survival of Representations; Indemnity Periods. Notwithstanding any right of the Purchaser (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, the Seller has, on the one hand, and the Purchaser has, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations and warranties in this Agreement made by the Seller and the Purchaser respectively will survive the Closing until the one year anniversary of the Closing Date (the “Survival Period”); provided that:
Survival of Representations; Indemnity Periods. Notwithstanding any right of Buyer (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers have, on the one hand, and Buyer has, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations and warranties in this Agreement made by S&W and Buyer respectively will survive the Closing (a) indefinitely with respect to matters covered by Section 2.04, Section 3.01 and Section 4.01, (b) until 60 days after the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) with respect to matters covered by Section 3.05, Section 3.07, Section 3.13 and Section 3.22 and (c) until the expiration of eighteen calendar months from the Closing Date in the case of all other representations and warranties, except that:
Survival of Representations; Indemnity Periods. Notwithstanding any right of the Partnership (whether or not exercised) to investigate the affairs of Transferor or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Transferor has, on the one hand, and the Partnership has, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements respectively made by Transferor, on the one hand, and the Partnership, on the other hand, in this Agreement or in any certificate respectively delivered by Transferor or the Partnership pursuant to Article I will survive the Closing until the eighteen (18) month anniversary of the Closing Date, except that
Survival of Representations; Indemnity Periods. Notwithstanding any right of Buyer (whether or not exercised) to investigate the Business or any right of any Party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other Party contained in this Agreement, each of Sellers and the Shareholders has, on the one hand, and Buyer has, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations, warranties, covenants and agreements in this Agreement made by Sellers and the Shareholders and Buyer, respectively, will survive Closing: (a) except as otherwise set forth therein, indefinitely with respect to matters covered by Section 2.4; (b) until 60 days after the expiration of all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) with respect to matters covered by Sections 3.4 (Noncontravention), 3.12 (Title to Assets), 3.14 (Environmental Matters), 3.24 (Taxes), 3.27 (Brokers and Finders), Article 4 or (c) the Stand N Seal Matter; and (d) until twenty-four months after the Closing Date in the case of all other representations, warranties, covenants and agreements, except that:
Survival of Representations; Indemnity Periods. (a) The representations and warranties in this Agreement made by the Seller, the Purchaser and SHC, respectively, will survive the Closing until the one year anniversary of the Closing Date and the covenants and agreements to be performed by the Seller, the Purchaser and SHC, respectively, will survive the Closing for the term specified therein, or, if no term is specified, until the one year anniversary of the Closing Date (any such applicable period, the “Survival Period”). All Claims for indemnification pursuant to this Article 7 must be asserted by delivering a Claim Notice or Indemnity Notice, as applicable, in either case specifying in reasonable detail the nature of the Claim, prior to the expiration of the Survival Period and if any such Claim is not so made before the expiration of the Survival Period, the Indemnified Party shall not be entitled to indemnification. Any Claim asserted prior to the expiration of the Survival Period in accordance with this Article 7 shall survive the expiry of the Survival Period until satisfied or otherwise resolved.
Survival of Representations; Indemnity Periods. The representations and warranties in this Agreement made by Seller will survive the Closing Date for a period of eighteen (18) months, except that: (a) with respect to matters covered by Section 5.15, such representations and warranties shall survive for forty-five (45) days after the expiration of all applicable statutes of limitations; (b) the post-closing covenants of the Seller Parties contained in Article Viii shall survive for the period specified; (c) warranties, covenants and agreements that are the subject of intentional misrepresentation or fraud shall survive until forty-five (45) days after the expiration of all applicable statutes of limitations with respect to matters covered thereby; and (d) with respect to matters covered by Section 5.18 that are subject to Section 9.2(e), the representations and warranties made by Seller will survive the Closing Date for a period of the applicable statute of limitations (as applicable, the “Survival Date”). All covenants and agreements contained in this Agreement or in any Ancillary Agreement or in connection herewith or therewith shall survive the Closing and shall continue to remain in full force and effect in perpetuity after the Closing Date, unless they terminate earlier in accordance with their express terms.
Survival of Representations; Indemnity Periods. Notwithstanding any right of Buyer (whether or not exercised) to investigate the Business or any right of any party (whether or not exercised) to investigate the accuracy of the representations and warranties of the other party contained in this Agreement, Sellers have, on the one hand, and Buyer has, on the other hand, the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement. The representations and warranties in this Agreement made by S & W and Buyer respectively will survive the Closing (a) indefinitely with respect to matters
