Survival of Representations, Warranties, Covenants and Indemnification. All covenants, agreements, indemnifications, representations and warranties of the Company under this Agreement shall be deemed made as of the time and as of the Closing Date and shall survive until the third anniversary of the Closing Date regardless of any investigation at any time made by or on behalf of Champps or of any information Champps may have with respect thereto.
Survival of Representations, Warranties, Covenants and Indemnification. (a) The representations and warranties set forth in this Agreement shall survive the Closing and will expire upon the third anniversary of the Closing Date, except
(i) the Full Liability Matters, shall survive until the earlier of (x) the expiration of a three (3) month period following the expiration of the applicable statute of limitations period and (y) the tenth anniversary of the Closing Date, and
(ii) representations and warranties under which a claim has been notified in writing to the Sellers in accordance with Section 7.3 hereof, as applicable, prior to the date on which such representations or warranties would otherwise expire shall survive until such claim has been resolved.
(b) The representations and warranties of the Sellers shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Purchaser (including but not limited to by any of its advisors, consultants or representatives) or (other than in respect of disclosures contained or set forth in the disclosure schedules) by reason of the fact that the Purchaser or any of such advisors, consultants or representatives knew or should have known that any such representation or warranty is or might be inaccurate.
Survival of Representations, Warranties, Covenants and Indemnification. All representations and warranties contained in this Agreement or in the other Transaction Documents shall survive for a period of one year from the date hereof, except for representations and warranties relating to compliance with Laws, Taxes and Returns, and the covenants contained in Sections 7.6, 7.7 and 7.8 of this Agreement, all of which shall survive until the expiration of any applicable statute of limitations, and the indemnity agreement contained in Section 11.1 of this Agreement; provided, however, that such survival of representations and warranties relating to compliance with Laws, Taxes and Returns and of the covenants contained in Sections 7.6, 7.7 and 7.8 of this Agreement, shall only survive beyond one year to the extent there is any third party claim made directly against the Purchaser.
Survival of Representations, Warranties, Covenants and Indemnification. All representations, warranties, agreements, covenants and indemnification's made by any party in this Agreement or pursuant hereto shall survive Closing for a period of two years.
Survival of Representations, Warranties, Covenants and Indemnification. (i) All of the representations, warranties and covenants of the Parties, as well as the respective duties to indemnify contained in this Agreement shall survive the Closing hereunder (even if the damaged Party knew or had reason to know of any misrepresentation or breach of warranty or covenant at the time of Closing) and continue in full force and effect, subject to the following:
(A) Any representations, warranties, covenants and duty to indemnify given by Xx. Xxxxx, on behalf of the Sellers and Companies, that: (i) pertain to Taxes of the Sellers and/or Companies prior to the Closing Date, (ii) concern the Medicare and Medicaid obligations of the Sellers and/or the Companies prior to the Closing Date, (iii) concern or relate to fraud or intentional misrepresentations of the Sellers and/or Companies in connection with the transactions contemplated herein and/or prior to the Closing Date; or (iv) relate in any way to the passing of ownership of the Companies, free and clear of any liens or encumbrances, to Buyer (or Xx. Xxxxx with respect to the PCs) shall survive the Closing hereunder and continue in full force and effect for the applicable statutes of limitations; and
(B) Except as otherwise stated in §8(a)(i)(A) above, any other representations, warranties, covenants and duty to indemnify given by Xx. Xxxxx, on behalf of the Sellers and Companies shall survive the Closing and continue in full force and effect for a period of eighteen (18) months.
Survival of Representations, Warranties, Covenants and Indemnification. All covenants, agreements, representations and warranties of Surf City under this Agreement shall survive indefinitely and shall be deemed material and relied upon by the other parties, regardless of any investigation made by or on behalf of the other parties.
Survival of Representations, Warranties, Covenants and Indemnification. All representations and warranties contained in this Agreement or in the other Transaction Documents shall survive for a period of one year from the date hereof, except for representations and warranties relating to compliance with Laws, Taxes and Returns contained in Section 5.16 of this Agreement, and the covenants contained in Sections 7.7, 7.8, 7.9, 7.13 and 7.14 of this Agreement, all of which shall survive until the expiration of any applicable statute of limitations, and the indemnity agreements contained in Section 13.1 and Section 13.2 of this Agreement; provided, however, that such survival of representations and warranties relating to compliance with Laws, Taxes and Returns and of the covenants contained in Sections 7.7, 7.8 and 7.9 of this Agreement, shall only survive beyond one year to the extent there is any third party claim made directly against the Purchaser.
Survival of Representations, Warranties, Covenants and Indemnification. All covenants, agreements, representations and warranties of Sports under this Agreement shall survive indefinitely and shall be deemed material and relied upon by the other parties, regardless of any investigation made by or on behalf of the other parties.
Survival of Representations, Warranties, Covenants and Indemnification. All covenants, agreements, representations and warranties of Harvest under this Agreement shall survive indefinitely and shall be deemed material and relied upon by the other parties, regardless of any investigation made by or on behalf of the other parties.
Survival of Representations, Warranties, Covenants and Indemnification
