Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, (i) the representations, warranties, and covenants (other than with respect to the covenants contained in Section 9.01 which shall survive, subject to clause (iii) below, until the obligations set forth therein are fully performed in accordance with the terms thereof), agreements and other provisions in this Agreement shall survive the Closing and shall terminate on the date which is 18 months after the Closing Date; provided that (i) all covenants to be performed after the Closing Date shall survive in accordance with their terms, (ii) the Fundamental Representations, any claims made pursuant to Section 7.02(a)(ii), and any claims made pursuant to Section 7.02(a)(iii) shall survive the Closing and terminate on the date which is three years after the Closing Date, and (iii) any claims for Indemnified Taxes, Indebtedness and Seller Expenses shall survive the Closing and terminate on the date which is four years after the Closing Date (each such date, the “Survival Period Termination Date”). No Person shall be liable for any claim for indemnification under this Article VII unless written notice specifying in reasonable detail the nature of the claim for indemnification is delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the applicable Survival Period Termination Date, in which case the representation, warranty, covenant or agreement which is the subject of such claim shall survive, to the extent of such claim only, until such claim is resolved.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties of the Seller contained in Article III (other than any representations or warranties contained in Section 3.08 which are subject to Article VII) shall survive the Closing and shall terminate on the date which is twelve (12) months after the Closing Date; provided, that (i) the Fundamental Representations shall survive the Closing and shall terminate on the sixtieth (60th) day after the expiration of the applicable statute of limitations and (ii) Section 3.10(b) shall survive the Closing and shall not terminate before the last day of the Term (as such term is defined in the Billing Agreement) of the Billing Agreement. No claim for indemnification hereunder for breach of any such representations and warranties may be made after the expiration of such survival period; provided, that all representations and warranties of the Seller contained in Article III shall survive beyond the survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved.
(a) The representations and warranties of Purchaser contained in Article IV shall survive the Closing and shall terminate on the date which is twelve (12) months after the Closing Date. No claim for indemnification hereunder for breach of any such representations and warranties may be made after the expiration of such survival period; provided, that all representations and warranties of Purchaser contained in Article IV shall survive beyond the survival periods specified above with respect to any inaccuracy therein or breach thereof if a claim is made hereunder prior to the expiration of the survival period for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved.
(b) The agreements, covenants and other obligations of the parties hereto shall survive the Closing in accordance with its terms.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, the representations, warranties, covenants, agreements and other provisions in this Agreement shall survive the Closing and shall terminate on March 31, 2014; provided that (i) the representations and warranties of the Seller and the Company set forth in Section 4.08 and (ii) the covenants and agreements of the Seller set forth in Section 11.03(j) and Section 11.03(k) shall survive the Closing Date until the expiration of the relevant statute of limitations. No claim for indemnification hereunder for breach of any such representations, warranties, covenants, agreements and other provisions may be made after the expiration of such survival period; provided that any representation, warranty, covenant or agreement that would otherwise terminate in accordance with the preceding sentence will continue to survive if a written notice of such breach shall have been timely given on or prior to such termination date until the related claim for indemnification has been satisfied or otherwise resolved in accordance with this Article IX, but only with respect to matters reasonably described in such notice.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. (a) The representations and warranties of Company contained in Article III and those of the Parent and the Merger Sub contained in Article IV shall survive the Closing and shall terminate on the Escrow Release Date. No claim for indemnification hereunder for breach of any such representations and warranties may be made after the Escrow Release Date; provided, however, that any claim or Losses set forth in an indemnification notice given prior to the Escrow Release Date shall survive until resolved in accordance herewith.
(b) Any covenant or agreement contained herein that is to be performed on or prior to the Closing shall survive the Closing and shall terminate on the Escrow Release Date. Any covenant or agreement to be performed, in whole or in part, after the Closing, shall survive the Closing until the expiration of such covenant or agreement in accordance with its terms. No claim for indemnification hereunder for breach of any such covenants or agreements may be made after the Escrow Release Date; provided, however, that any claim or Losses set forth in an indemnification notice given prior to the Escrow Release Date shall survive until resolved in accordance herewith.
(c) It is the express intent of the Parties that, if an applicable survival period as contemplated by this Section 8.01 is shorter than the statute of limitations that would otherwise apply, then, by contract, the applicable statute of limitations shall be reduced to the survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in this Section 8.01 for the assertion of claims under this Agreement are the result of arms’-length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties contained in this Agreement shall terminate on the date that is eighteen (18) months after the Closing Date, except that the representations and warranties set forth in (a) Section 4.15 (Environmental Compliance and Conditions) shall terminate on the date that is thirty-six (36) months after the Closing Date, (b) Section 4.08 (Tax Matters) shall terminate sixty (60) days after the expiration of the applicable statute of limitations and (c) Section 4.01 (Organization and Corporate Power), Section 4.03(a) (Authorization), Section 4.24 (Brokerage), Section 5.01 (Organization and Corporate Power), Section 5.02 (Authority, Validity and Effect), Section 5.03 (Board Vote; Ultimate Shareholder Approval), Sections 5.05(a) and 5.05(b) (Title) and Section 5.08 (Brokerage) (the representations referenced in this Section 9.01(c), collectively, the “Fundamental Representations”) shall survive indefinitely and (d) Section 6.01 (Organization and Corporate Power), Section 6.02 (Authorization, Valid and Binding Agreement) and Section 6.06 (Brokerage) (the representations referenced in this Section 9.01(d), collectively, the “Purchaser Fundamental Representations”) shall survive indefinitely. The covenants contained in this Agreement shall survive in accordance with the terms thereof, provided that the indemnification obligations under Section 9.02(a)(iv) shall terminate on the date that is three (3) years after the Closing Date. No claim for indemnification hereunder for breach of any such representations, warranties or covenants may be made after the expiration of the applicable survival period.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. (a) The representations and warranties contained in this Agreement shall survive the Closing and continue in effect as follows:
(i) the representations and warranties in the first sentence of Section 4.01(a) (Organization), Section 4.03(a) (Authorization), Section 4.04 (Partnership Interests), Section 4.18 (Transaction Expenses), Section 4.27 (Indebtedness), Section 5.01(a) (Organization and Authorization), Section 5.01(b) (Purchased Shares), the first and last sentence of Section 5.02(a) (Organization), Section 5.02(d) (LP Shares), Section 5.02(e) (Partnership Interest), the first and last sentence of Section 5.03(a) (Organization) and Section 5.03(d) (Partnership Interest) (collectively, the “Non-Tax Fundamental Representations”) shall survive the Closing and terminate on the date that is sixty (60) days after the expiration of the applicable limitation period under the Limitations Act (Alberta);
(ii) the representations and warranties in Sections 4.08, 5.02(g) and 5.03(f) (Tax Matters) (collectively, the “Tax Fundamental Representations”, and together with the Non-Tax Fundamental Representations, the “Fundamental Representations”) shall survive the Closing and terminate on the date that is ninety (90) days after the date on which the last applicable limitation period under any applicable Tax Legislation expires with respect to any taxation year or period to which those representations and warranties relate (after giving effect to any waiver or extension thereof made in compliance with Sections 12.02(d) and 12.02(e)) with such period being extended further in the case of any contest relating to Taxes until such contest is fully resolved; and
(iii) all other representations and warranties contained in this Agreement and in any certificate delivered pursuant to this Agreement shall survive the Closing and terminate on the date that is twenty-four (24) months after the Closing Date.
(b) All covenants and agreements to be performed or complied with after the Closing shall survive the Closing Date in accordance with the terms thereof.
(c) No claim for indemnification under Article IX for, or for Losses (as defined herein) attributable to, any breach of any representation, warranty, covenant or agreement herein contained may be made by any party unless notice in writing of such claim (together with reasonable particulars thereof) has been delivered by the party making the claim to the party against whom the claim is made:
(i) in respect of the Non-Tax Fundamen...
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. The representations and warranties of the Company, the Representative, Parent and Merger Sub contained in this Agreement or in any certificate delivered pursuant to Section 2.02(g) or 2.02(i) shall survive the Closing until the eighteen (18)-month anniversary of the Closing (the "Survival Termination Date").
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except to the extent a different period is expressly set forth herein, any claim for indemnification hereunder in respect of a Stockholder Limited Indemnity Item or Purchaser Limited Indemnity Item must be asserted in a writing delivered to the Stockholder Representative or the Purchaser, as the case may be, by no later than the date that is the fifteen (15) month anniversary of the Closing Date (the "Survival Period Termination Date") and, if asserted by such date, such claim shall survive the Survival Period Termination Date until final resolution thereof. Notwithstanding anything herein to the contrary, including the foregoing sentence, (a) the covenants of the parties set forth in Article I and Article II (each, an "Excluded Covenant" and collectively the "Excluded Covenants") shall survive according to their respective terms and (b) the Survival Period Termination Date with respect to any covenant that is the subject of a claim for indemnification hereunder shall include any subsequent period of time until any dispute regarding the performance of or compliance with such covenant is finally resolved.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. Except as set forth in Article VII, none of the representations and warranties contained in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing, other than any covenant or agreement which, by its terms, contemplates performance after the Closing.
Survival of Representations, Warranties, Covenants, Agreements and Other Provisions. This ARTICLE IX (Survival), and the agreements contained ARTICLE I (The Merger), Section 2.05 (Purchase Price Adjustments), Section 2.06 (Required Withholding), Section 7.03 (Director and Officer Liability and Indemnification), the definitions set forth in ARTICLE XI (Definitions) to the extent they are used in the other sections cited in this sentence, and ARTICLE XII (Miscellaneous) shall survive the Closing. Section 4.09 (Tax Matters), ARTICLE X (Tax Matters) and the definitions set forth in ARTICLE XI (Definitions) to the extent they are used in the other sections cited in this sentence shall survive the Closing only to the extent set forth in Section 10.09 (Coordination; Survival). All other representations, warranties, covenants, agreements and other provisions of this Agreement and the Schedules and Exhibits attached hereto or in any writing delivered by any party to another party in connection with this Agreement shall terminate at the Closing.
