Survival of Representations, Warranties and Indemnification. The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the expiration, termination or cancellation of this Agreement.
Survival of Representations, Warranties and Indemnification. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each representation and warranty in this Agreement shall, to the extent relevant to a claim asserted by a party hereto against the other party hereto, survive for a period of twelve months following the Conversion Closing Date; provided, however, that the representations and warranties of the Corporation shall survive in the event a third party claim has been or is asserted against SkyePharma (whether or not such claim is asserted within the twelve months following the Conversion Closing Date). The indemnification provisions of this Section 10 other than with respect to a claim for breach of a representation or warranty (which shall only survive for twelve months following the Conversion Closing Date subject to the proviso set forth above) shall survive until the fifth anniversary of the Conversion Closing Date.
Survival of Representations, Warranties and Indemnification. (a) All representations and warranties and indemnification obligations of the Seller shall survive the Closing and shall continue to be in full force and effect:
(i) unless otherwise specified in (ii) and (iii) below, with regard to Claims for a breach of Seller's representations and warranties, after the expiry of a period of eighteen (18) months from the Closing Date;
(ii) with regard to Claims for a breach of Seller's representations and warranties contained in the Fundamental Representations, after the expiry of five (5) years from the Closing Date;
(iii) with regard to claims for a breach of Seller's representations and warranties contained in Clause 10.9 and with regard to claims made in relation to any Tax Indemnification, after the expiry of three (3) months after the expiry of applicable statute of limitation.
(b) The expiration of any such representation and warranty or indemnification obligations, however, shall not affect any Claim if a Claim Notice thereof has been given to the Seller in accordance with the provisions of Clause 11.5 prior to such termination. However any such Claim shall terminate and be null and void unless the Buyer has commenced the proceedings set forth in Clause 20(b) with respect to such Claim within six (6) months following the end of the respective period mentioned in Clause 11.11(a).
Survival of Representations, Warranties and Indemnification. Except as set forth in this Section 7.01, each of the representations and warranties made by the parties hereto in or pursuant to this Agreement shall survive the Closing Date hereunder and continue in full force and effect for a period of eighteen months thereafter. Notwithstanding the foregoing, (i) the representations and warranties of the Seller and the Company set forth in Section 2.24 (captioned "Year 2000 Compliance"), Section 2.27 (captioned "Largest Customers"), and Section 2.28 (captioned "Accounts Receivable") shall not survive the Closing Date, and (ii) the representations and warranties of the Seller and the Company set forth in Section 2.02 (captioned "Capitalization of the Company"), Section 2.13 (captioned "Taxes") and Section 3.04 (captioned "Title to Seller's Interest") shall survive the Closing Date and continue in full force and effect until the expiration of the applicable statute of limitations.
Survival of Representations, Warranties and Indemnification. All statements contained in any exhibit, document, certificate, or other instrument delivered by or on behalf of any party to this Agreement, or in connection with the transactions contemplated by this Agreement, shall also be deemed to be representations and warranties made pursuant to this Agreement, but limited as specifically provided by the terms hereof. All representations and warranties shall survive the Closing.
Survival of Representations, Warranties and Indemnification. Obligations. -----------
(a) Unless otherwise specified in this Section 7.5, all provisions of this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms.
(b) Except for (i) the Excluded Matters, (ii) the indemnification obligations set forth in Section 7.1(a)(vi) and Section 7.1(a)(vii), and (iii) the representations and warranties set forth in Section 2.23 (Environmental Matters), all representations and warranties and all indemnification obligations set forth in this Agreement shall expire on the date 18 months following the Closing Date.
(c) All representations and warranties and all indemnification obligations set forth in this Agreement with respect to the Excluded Matters shall survive the Closing until the expiration of all applicable statutes of limitation.
(d) All indemnification obligations set forth in Section 7.1(a)(vi) and Section 7.1(a)(vii) and the representations and warranties set forth in Section 2.23 (Environmental Matters) and all related indemnification obligations set forth in this Agreement shall expire on the date three (3) years following the Closing Date.
(e) If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation, warranty or other indemnification obligation, a Claim Notice based upon a breach of such representation or warranty or arising out of such other indemnification obligation, then the applicable representation, warranty or other indemnification obligation shall survive until, but only for purposes of, the resolution of any claims arising from or related to the matter covered by such notice.
(f) If the legal proceeding or written claim with respect to which a Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party.
(g) The rights to indemnification set forth in this Article VII shall not be affected by (i) any investigation conducted by or on behalf of an Indemnified Party or any knowledge acquired (or capable of being acquired) by an Indemnified Party, whether before or after the date of this Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any representation, warranty, covenant or obligation which is the subject of indemnification hereunder, or (ii) except as contemplated by Section 5.6 hereof, any waiver by an Indem...
Survival of Representations, Warranties and Indemnification. Rights. The several representations and warranties of the parties contained ------ herein, and the parties respective indemnification rights pursuant to Section 11.1, shall survive the Closing for a period of one year, at which time the same shall expire (except for claims asserted during such one-year period); provided, however, that representations and warranties with respect to taxes, ERISA and environmental matters shall survive for the period of the applicable statute of limitations plus ninety (90) days and the representations and warranties with respect to title and authorization shall survive in perpetuity.
Survival of Representations, Warranties and Indemnification. A. The representations and warranties of AAL and AEGON contained in or made pursuant to this Agreement shall be deemed to have been repeated and reaffirmed as of the effective date of this Agreement and shall survive such effective date.
B. AAL and AEGON shall indemnify and hold harmless each other against any loss, damage, liability, or expense, including reasonable attorney's fees (collectively hereinafter the "Loss"), and the Loss is the result of any breach of the representations, warranties or covenants of AAL or AEGON contained in this Agreement or the Subsidiary Agreements, and written notice of the discovery of such breach which results in the Loss is provided to the other party prior to any claim for indemnification. This indemnification obligation shall continue for the term of this Agreement and for a period of three years following the later of the termination of this Agreement or any Subsidiary Agreements.
Survival of Representations, Warranties and Indemnification. All representations, warranties, covenants and indemnification provisions in this Agreement or pursuant hereto shall be deemed and construed to be continuing representations, warranties, covenants and indemnifications which shall survive the Closing Date and the execution and delivery of all instruments and documents herein provided for a period of three years.
Survival of Representations, Warranties and Indemnification. Notwithstanding any investigation conducted before or after the Closing, the parties shall, subject to any facts or limitations set forth in the Schedules attached hereto or otherwise specifically provided in this Agreement, be entitled to rely upon the representations and warranties set forth herein and the obligations of the parties with respect thereto shall survive the Closing and continue in full force and effect until the second anniversary date of the Closing Date, at which time all representations and warranties set forth in this Agreement and all liabilities of the parties with respect thereto shall terminate, except for claims relating to any other representations or warranties which are asserted in writing on or before the second anniversary date of the Closing Date; provided, however, that the representations and warranties in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.13, 3.16, 3.27, 3.28, 3.29, 4.1, 4.4, 4.5, 4.6, 4.7 and 4.8 and all liabilities of the parties with respect thereto shall not be limited as to time other than by the applicable statute of limitations.
