Survival of Representations, Warranties, Covenants and Indemnities. The representations and warranties of the parties to this Agreement contained in Articles II and III hereof, and the indemnities with respect thereto, shall survive the Closing through the third anniversary of the Closing Date, at which time they shall expire, except that any claims made prior to the third anniversary of the Closing Date with respect to any Loss (as hereinafter defined) shall survive until liability therefor shall be finally determined. The covenants of the parties to this Agreement, and the indemnities with respect thereto, shall survive the Closing until they have been fully performed or satisfied or otherwise discharged.
Survival of Representations, Warranties, Covenants and Indemnities. The representations and warranties of the parties to this Agreement shall survive the Closing until December 31, 2002, at which time they shall terminate, except that (a) the representations and warranties set forth in Section 4.5 shall survive the Closing until all applicable statutes of limitation, as extended, shall have expired; (b) the representations and warranties set forth in Section 4.18 shall survive the Closing for a period of five (5) years after the Closing Date; (c) there shall be no time limitation on the representations and warranties set forth in Sections 4.2 and 4.7(b); and (d) any claims made prior to the expiration of the applicable survival period with respect to any Loss arising out of any breach of any representation and warranty by any party, shall survive until the liability shall be finally determined. The covenants of the parties to this Agreement, including but not limited to the covenants and indemnities set forth in this Article 9 of this Agreement, shall survive the Closing until they have been fully satisfied or otherwise discharged.
Survival of Representations, Warranties, Covenants and Indemnities. No claim may be made or suit or other proceeding instituted seeking indemnification pursuant to this Section 8 for any breach of, or inaccuracy in, any representation, warranty or indemnity unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party and setting forth the section references of the Agreement which are breached or inaccurate is provided to the Indemnifying Party at any time on or prior to the fifteen (15) month anniversary of the Closing; provided, however, that claims arising out of, in connection with or relating to (a) breaches of the representations and warranties made pursuant to Section 2.1 (Authorization), Section 2.2 (Title to Membership Interests), Section 3.1 (Organization), Section 3.2 (Capitalization), Section 3.3 (Subsidiaries), the first sentence of Section 3.8(c) (Title to Properties), Section 4.1 (Organization) and Section 4.2 (Authorization) shall not be subject to such time bar; (b) breaches of the representations and warranties made pursuant to Section 3.7 (Taxes) shall survive until the date that is sixty (60) days after the end of the applicable statute of limitations (including any extensions thereof), (c) Section 3.12 (Environmental) shall survive for five (5) years following the Closing (the representations and warranties identified in clauses (a), (b) and (c) are collectively referred to herein as the “Fundamental Representations”) and (d) breaches of any covenants that are to be performed, in whole or in part, after the Closing shall not be subject to such time bar.
Survival of Representations, Warranties, Covenants and Indemnities. Subject to the limitations of the Indemnity Period described above, all representations, warranties, covenants, and indemnities made by any party to this Agreement shall survive the Closing for a period of two (2) years. No investigation by Buyer shall in any way affect Buyer’s right to rely on the representations, warranties, and covenants of Sellers set forth in this Agreement or any document related to this Agreement.
Survival of Representations, Warranties, Covenants and Indemnities. Each of the representations, warranties, covenants and indemnities of the parties hereto shall survive the execution and delivery of this Agreement and the Delivery of the Engines.
Survival of Representations, Warranties, Covenants and Indemnities. All provisions of this Agreement shall not merge upon Closing, but shall survive the execution, delivery and performance of this Agreement, Closing and the execution and delivery of any transfer documents or other documents of title to the Purchased Interest and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the consideration for the Purchased Interest without limitation as to time unless such provision specifies a term, in which case it shall survive for such specified term.
Survival of Representations, Warranties, Covenants and Indemnities. Other than as specifically provided herein, the representations, warranties, covenants, and indemnities provided for in this Agreement shall survive the Closing and shall not be extinguished by the doctrine of merger by deed, confusion or any similar doctrine and no waiver, release or forbearance of the application of same in any given circumstance shall operate as a waiver, release or forbearance of same as to any other circumstance.
Survival of Representations, Warranties, Covenants and Indemnities. Each of (i) the representations and warranties made by each of Seller, OpCo Purchaser and PropCo Purchaser in this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may only be asserted at any time before) the date that is twelve (12) months following the Closing Date, and (ii) the covenants and agreements of the parties set forth in this Agreement requiring performance prior to or at the Closing shall survive the Closing until (and claims based upon or arising out of such covenants and agreements may only be asserted at any time before) the date that is six (6) months following the Closing Date, provided, however, that the Fundamental Representations shall survive the Closing until the date that is six (6) years following the Closing Date. The covenants and agreements of the parties set forth in this Agreement requiring performance or which prohibit actions subsequent to the Closing Date shall survive the Closing in accordance with their terms.
Survival of Representations, Warranties, Covenants and Indemnities. All representations, warranties, covenants, and indemnities made by any party to this Agreement and all other documents related hereto shall survive the Closing and any investigation made by or on behalf of any party.
Survival of Representations, Warranties, Covenants and Indemnities. All representations, warranties and indemnities of the parties contained in this Agreement shall survive the Closing, regardless of any investigation made by the parties, for a period ending on the second (2nd) anniversary of the date hereof, except that (a) the representations and warranties set forth in Section 2.8 and indemnities arising therefrom as set forth in Section 8 hereof shall survive forever; and (b) the representations and warranties set forth in Sections 2.10, 2.13, 2.15, 2.18, 2.20 and 2.21 hereof shall survive until the expiration of the applicable statutes of limitation plus sixty (60) days. The covenants and agreements contained herein shall survive the Closing forever unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive for a period of two (2) years following the expiration of such specified term and shall thereupon expire. The respective expiration dates for the survival of the representations, warranties, covenants and the indemnities shall be referred to herein as the relevant “Expiration Date.”
