Survival of Representations, Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants contained herein shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby.
Survival of Representations, Warranties, Agreements and Covenants. (a) The representations and warranties in this Agreement or in any other instrument delivered pursuant to this Agreement shall not survive the Closing.
(b) Except as otherwise expressly provided in this Agreement, the agreements and covenants of the parties in this Agreement shall survive the Closing and remain in full force and effect without time limit in accordance with the terms thereof.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties, covenants and agreements of the Company, Parent and Merger Sub contained in this Agreement shall terminate at the Effective Time, except that the covenants and agreements that by their terms survive the Effective Time (including the covenants and agreements in Section 6.13) shall survive the Effective Time in accordance with their respective terms.
Survival of Representations, Warranties, Agreements and Covenants. (a) Each and every representation and warranty made by each Group Company, Sellers, and Buyer in this Agreement or in any exhibits, schedules, instruments of transfer or other documents delivered pursuant thereto or in connection therewith shall be effective regardless of any investigation that may have been or may be made at any time by or on behalf of the party to whom such representation or warranty is made and shall survive the Closing, but except as otherwise provided in this Section 13.1, shall terminate on the second anniversary of the Closing Date, and thereafter shall be of no further force or effect.
(b) Any representation or warranty of the Sellers relating to any Tax or Tax Return or employee benefits, retirement or to any other matter governed by ERISA shall extend until thirty (30) days after the expiration of the applicable statutory period of limitations, including any extension thereof.
(c) Any representation or warranty of the Sellers relating to title to or ownership of the Purchased Equity Interests, capitalization of either Group Company or ownership of assets by either Group Company shall extend for an unlimited period after the Closing Date.
(d) Any representation or warranty of the Sellers relating to Environmental Claims, Environmental Laws or Materials of Environmental Concern shall extend for a period of five (5) years after the Closing Date.
(e) Any representation or warranty of the Sellers regarding the matters set forth in Section 4.9 of this Agreement (other than as to the matters referred to in Sections 13.1(b), 13.1(c) or 13.1 (d) above, which matters shall be governed by the time periods provided for in those Sections) shall extend for a period of three (3) years after the Closing Date.
(f) All covenants and agreements contained in this Agreement or in any related agreement, certificate, document or instrument delivered pursuant to this Agreement shall survive the Closing Date in accordance with their terms.
(g) Any agreement or covenant of the Sellers regarding Retained Liabilities shall extend for an unlimited period after the Closing Date.
(h) The date on which any covenant, agreement, representation or warranty terminates in accordance with this Article X is referred to herein as the “Cut-off Date” for such covenant, agreement, representation or warranty. Any representation, warranty, covenant or agreement that would otherwise terminate at the Cut-off Date with respect thereto shall survive if notice in reasonable spec...
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties and covenants contained herein shall survive the Closing Date for a period of (and claims based upon or arising out of such representations, warranties, covenants and agreements may be asserted at any time before the date which shall be) three (3) years after the Closing Date; provided that the representations, warranties and covenants set forth in Section 5.22 shall survive until thirty (30) days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof); provided, however, that, except as set forth in Section 11.2(g) hereto, no holder of Minority M Company Common Stock shall, in such holder's capacity as a holder of M Company Common Stock, be liable to any Person (other than for fraud, gross negligence or willful misconduct) for any Losses incurred in connection with (i) the execution of this Agreement, the Ancillary Agreements or any other agreement 74 80 contemplated hereby (other than the Stockholder Support Agreement) or (ii) the consummation of the transactions contemplated in this Agreement. No investigation or waiver made by any of the parties hereto shall in any way limit the representations and warranties of the parties. On the Closing Date, all representations and warranties contained in this Agreement and made by T Parent and T Company for the benefit of Orbital and M Company shall expire as to T Company and thereafter will be deemed to have been made by the T Parent and Surviving Corporation for the benefit of Orbital. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received on a timely basis by the other party prior to the expiration of the applicable survival period provided herein.
Survival of Representations, Warranties, Agreements and Covenants. (a) Each and every representation and warranty made by the Company, Merger Sub or Parent in this Agreement or in any exhibits, schedules, instruments of transfer or other documents delivered pursuant thereto or in connection therewith shall survive Closing, but, except as otherwise provided in this Section 14.1 or Article 13, shall terminate on the date that is twelve (12) months after the Closing Date, and thereafter shall be of no further force or effect.
(b) Any representation or warranty of the Company relating to Sections 5.1(b)(i) or (d) or 5.2, and any representation or warranty of Parent or Merger Sub related to Sections 6.1(b) and (c)(i) shall survive for the full period of all applicable statutes of limitations (giving effect to any actual waiver or extension thereof) plus 60 days.
(c) Any representation or warranty made in Section 5.10 or addressed in Article 13 shall terminate on the date that is forty-eight (48) months after the Closing Date.
(d) All covenants and agreements contained in this Agreement or in any related agreement, certificate, document or instrument delivered pursuant to this Agreement shall survive the Closing Date in accordance with their terms.
(e) The date on which any covenant, agreement, representation or warranty terminates in accordance with this Article 14 or Article 13 is referred to herein as the “Cut-off Date” for such covenant, agreement, representation or warranty. Any representation, warranty, covenant or agreement that would otherwise terminate at the Cut-off Date with respect thereto shall survive if written notice in reasonable specificity of the breach, inaccuracy or nonperformance thereof shall have been given on or prior to the Cut-off Date with respect thereto to the party against whom indemnification may be sought for the purpose of allowing the assertion of a claim based thereon.
(f) The covenants and agreements contained in Articles 13 and 14 shall survive until such time as any timely claim for indemnification pursuant to Sections 13 and 14 is finally settled in accordance with the terms of Articles 13 and 14.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties and covenants contained herein shall survive the Closing Date for a period of (and claims based upon or arising out of such representations, warranties, covenants and agreements may be asserted at any time before the date which shall be) three (3) years after the Closing Date; provided that the representations, warranties and covenants set forth in Section 3.19 shall survive until thirty (30) days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof). No investigation or waiver made by any of the parties hereto shall in any way limit the representations and warranties of the parties. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received on a timely basis by the other party prior to the expiration of the applicable survival period provided herein.
Survival of Representations, Warranties, Agreements and Covenants. The representations and warranties of the Seller in Section 3.1 and the representations and warranties of the Buyer contained in Section 3.2 shall survive the Closing and remain in full force and effect for a period of 24 months and thereafter shall terminate; provided, however, that (a) the representations and warranties of the Seller set forth in Section 3.1(q) shall survive the Closing and remain in full force and effect for the applicable statute of limitations, (b) the representations and warranties of the Seller set forth in Sections 3.1(a), (b), (d), (n), (r) and (w), and the representations and warranties of the Buyer set forth in Sections 3.2(a), (c) and (e) shall survive the Closing and remain in full force and effect without time limit (without regard to any statute of limitations). Except as otherwise expressly provided in this Agreement, all agreements and covenants requiring future performance contained in this Agreement shall survive the Closing and remain in full force and effect without time limit, provided, however, that the obligation of the Buyer to indemnify the Seller Indemnified Parties under Section 5.2(b) as it relates to a Seller Indemnification Event specified in Section 5.1(g)(v) shall terminate upon the expiration of the applicable statute of limitations relating to the subject matter of such event. For convenience of reference, the date upon which any representation, warranty, agreement or covenant shall terminate, if any, shall be referred to herein as the "Survival Date".
Survival of Representations, Warranties, Agreements and Covenants. All representations and warranties in this Agreement shall survive the Closing indefinitely and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of 360 or Mi-Tech. All statements contained in any certificate or other instrument delivered by 360 pursuant to this Agreement shall constitute representations and warranties by 360 under this agreement. All statements contained in any certificate or other instrument delivered by Mi-Tech or Xxxxxxx pursuant to this agreement shall constitute representations and warranties by the Mi-Tech or Xxxxxxx, as the case may be, under this agreement.
Survival of Representations, Warranties, Agreements and Covenants. The representations and warranties set forth in this Agreement will survive the Closing and will expire 18 months after the Closing Date (the “Expiration Date”), except the following representations and warranties (collectively, the “Specified Representations”): the representations and warranties contained in Sections 4(b), 4(c), 4(d), 4(e)(i), 4(f)(i), 4(z)(v), 5(b) and 5(c), which representations and warranties shall survive forever, and the representations and warranties contained in Section 4(u), Section 4(w)(i) and Section 4(w)(iv), which shall survive until the expiration of the applicable statutes of limitation; provided, however, that delivery by one Party to the other of a written notice of breach of any representation or warranty, specifying the breach in reasonable detail to the extent then known, and making a claim with respect thereto, on or prior to the Expiration Date will be deemed to preserve such Party’s claim after the Expiration Date with respect thereto until the final resolution of such claim. The covenants required to be performed prior to Closing shall survive the Closing and shall expire on the Expiration Date, and the covenants required to be performed from and after the Closing will survive the Closing until fully performed in accordance with their terms or for the periods set forth in such covenants. All claims for actual fraud or intentional misrepresentation shall survive the Closing hereunder until barred by the applicable statute of limitations.