Survival of Representations, Warranties and Certain Covenants. The representations and warranties made by the parties in this Agreement and all of the covenants of the parties in this Agreement shall survive the execution and delivery of this Agreement and the Closing Date and shall expire on the twelve month anniversary of the Closing Date. Any claim for indemnification shall be effective only if notice of such claim is given by the party claiming indemnification or other relief on or before the twenty-four month anniversary of the Closing Date.
Survival of Representations, Warranties and Certain Covenants. (i) All of the representations and warranties of the Sellers contained in Articles III and IV and in any documentation or certificates delivered pursuant to Section 7.1(d) or as described in Section 2.1 shall survive the Closing under this Agreement for a period of two years after the Closing Date; (ii) the representations and warranties in Section 4.1(e) shall survive the Closing with respect to any given claim that would constitute a breach of such representation or warranty until the earlier of four (4) years from the Closing Date or the expiration of the statute of limitations applicable to the underlying Tax matter giving rise to that claim; and (iii) the representations and warranties in Section 4.1(g) shall survive the Closing under this Agreement for a period of three years after the Closing Date. The representations and warranties of the Buyer contained in Section 3.2 shall survive the Closing for a period of two years after the Closing Date. The covenants contained in this Agreement to be performed after the Closing shall survive the Closing indefinitely.
Survival of Representations, Warranties and Certain Covenants. The representations and warranties contained in this Agreement and the covenants and agreements contained in this Agreement which by their terms are to be performed prior to or at the Closing will survive the Closing and will expire fourteen (14) months after the Closing Date, except that the representations and warranties in Sections 5.1, 5.2, 5.8, 5.17, 6.1, 6.2, and 6.5 will survive indefinitely, and the representations and warranties in Section 5.13 will survive until thirty (30) days following the expiration of the applicable statute of limitations.
Survival of Representations, Warranties and Certain Covenants. (i) All of the representations and warranties of the Seller contained in Sections 3 and 4 and the certificates delivered at closing pursuant to Section 7(a)(v) (other than Sections 3(a)(v), 4(h) and 4(k)) shall survive the Closing hereunder for a period of 12 months after the Closing Date;
(ii) the representations and warranties in Section 4(h)4(h) shall survive the Closing with respect to any given claim that would constitute a breach of such representation or warranty until the expiration of the statute of limitations applicable to the underlying Tax matter giving rise to that claim;
(iii) the representations and warranties in Section 3(a)(v) shall survive the Closing forever; and
(iv) the representations and warranties in Section 4(k) shall survive the Closing for a period of 24 months after the Closing Date. The representations and warranties of the Buyer contained in Section 3 shall survive the Closing for a period of 12 months after the Closing Date.The covenants contained in Section 6 of this Agreement and all other covenants contained in this Agreement to be performed after the Closing shall survive the Closing indefinitely.
Survival of Representations, Warranties and Certain Covenants. All of the representations and warranties of the Parties contained in this Agreement or in any schedule, exhibit, certificate or other writing delivered pursuant hereto or in connection herewith are material, shall be deemed to have been relied upon by the other Parties and shall survive the Closing under this Agreement regardless of any investigations, and continue for a period of two (2) years after the Closing Date, except that:
(i) the representations and warranties provided in Section 3.1.1 (Organization of the Seller), the first three sentences of Section 3.1.2 (Authorization of Transaction), Section 3.1.4 (Brokers’ Fees), Section 3.2.1 (Organization of the HOC Entities), the first three sentences of Section 3.2.2 (Authorization of Transaction), Section 3.3.1 (Organization of the HEP Entities), the first three sentences of Section 3.3.2 (Authorization of Transaction), Sections 4.1.1.1 and 4.1.1.2 (Ownership of the Assets) and any representations or warranties regarding the validity of title in the conveyance documents delivered by Seller and its Affiliates shall survive indefinitely (the representations listed in this subparagraph (i), collectively, are the “Fundamental Representations”);
(ii) the representations and warranties provided in Section 4.1.7 (Tax Matters), Section 4.1.10 (Employee Matters) and Section 4.1.11 (Compensation and Employee Benefits) shall survive until thirty (30) days following the expiration of the applicable statute of limitations, including any extensions thereof;
(iii) the representations and warranties provided in Section 4.1.8 (Environmental Matters) shall survive for a period of five (5) years after the Closing Date; and
(iv) the representations and warranties provided in Section 4.1.1.3 (Shared Assets) shall survive for a period of five (5) years after the Closing Date. The expiration of the representations and warranties of any Party shall not limit or impair such Party’s covenants and agreements set forth in Article 5 and Article 6 contained in this Agreement, which shall survive the Closing indefinitely; provided, however, the covenants and agreements in Article 5 shall only survive the Closing until two (2) years after the Closing Date. No claim may be asserted under Sections 8.2.1.1, 8.3.1.1 or 8.3.2.1 or, with respect to the covenants and agreements in Article 5, under Sections 8.2.1.2, 8.3.1.2 or 8.3.2.2 following the applicable expiration of any representation or warranty or such covenant or agreement; provide...
Survival of Representations, Warranties and Certain Covenants. The representations and warranties made by the parties in this Agreement and in the certificates delivered at the Closing, and all of the covenants of the parties in this Agreement, shall survive the execution and delivery of this Agreement and the Closing Date and shall expire on the first anniversary of the Closing Date. Any claim for indemnification shall be effective only if notice of such claim is given by the party claiming indemnification or other relief to the party against whom such indemnification or other relief is claimed on or before the first anniversary of the Closing Date (other than in Paragraphs 5.8, 5.9 and 6.12, and any of which results from fraud, the survival period for which shall be sixty (60) days following the end of the applicable statute of limitations period).
11.1.1 The representations and warranties of the parties shall not be affected or diminished by any investigation at any time by or on behalf of the party for whose benefit such representations and warranties were made.
11.1.2 The expiration of any representation or warranty shall not affect any parties' right to pursue any claim made prior to such expiration.
Survival of Representations, Warranties and Certain Covenants. The representations and warranties made by the parties in this Agreement and all of the covenants of the parties in this Agreement, shall survive the execution and delivery of this Agreement and the Closing and shall expire on the third anniversary of the Closing. Any claim for indemnification shall be effective only if notice of such claim is given by the party claiming indemnification or other relief to the party against whom such indemnification or other relief is claimed on or before the third anniversary of the Closing.
Survival of Representations, Warranties and Certain Covenants. All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing under this Agreement regardless of any investigations, and continue until the date that is twenty-four (24) months after the Closing Date, except that (i) the representations and warranties provided in Section 14.1.6 shall survive until the fifth (5th) anniversary of the Closing Date, and (ii) the representations and warranties provided in Sections 13.1.1, 13.1.2, 13.2.1 and 13.2.2 shall survive until the applicable statute of limitations. The covenants contained in Article 12 or elsewhere in this Agreement to be performed after the Effective Time shall survive the Closing until fully performed. No claim may be asserted hereunder following the applicable expiration of any representation or warranty or covenant; provided that any claim asserted in writing prior to the expiration of the representation or warranty or covenant that is the basis for such claim shall survive until such claim is finally resolved and satisfied, irrespective of the period for the survival of such representation or warranty or covenant provided for herein.
Survival of Representations, Warranties and Certain Covenants. The representations and warranties contained in this Agreement and the covenants and agreements contained in this Agreement which by their terms are to be performed prior to or at the Closing shall not survive the Closing, except that the representations and warranties contained in Section 5.2 (Authority and Enforceability), Section 5.6 (Title), Section 5.16 (Brokers and Finders), (the “Seller Indemnified Representations”) and Section 6.2 (Authority and Enforceability) and Section 6.5 (Brokers and Finders) (the “Buyer Indemnified Representations”) will survive the Closing and will expire twelve (12) months after the Effective Date (the “Survival Period”). The covenants and agreements to be performed after Closing shall survive for the period provided in such covenants and agreements, if any, or until fully performed, whichever is earlier. Notwithstanding the foregoing, any claims asserted in connection with this Agreement in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.
Survival of Representations, Warranties and Certain Covenants. The representations and warranties made by the parties in this Agreement and in the certificates delivered at the Closing, and all of the covenants of the parties in this Agreement, shall survive the execution and delivery of this Agreement and the Closing Date and shall expire on the second anniversary of the Closing Date. Any claim for indemnification shall be effective only if notice of such claim is given by the party claiming indemnification or other relief to the party against whom such indemnification or other relief is claimed on or before the second anniversary of the Closing Date.
