Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by any Party to this Agreement or in the certificates required by Section 7.1(g) or 7.2(h) shall not survive the Closing and shall be of no further force or effect, except that (i) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof and (ii) all representations and warranties set forth in Sections 4.21, 4.22 and 5.7 hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing.
(b) The covenants and obligations of the Parties set forth in this Agreement, including without limitation the indemnification obligations of the Parties under Article VIII hereof, shall survive the Closing indefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties hereto without limitation as to time or amount (except as otherwise specifically set forth herein).
Survival of Representations, Warranties, Covenants and Obligations. The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Party, and shall survive the transfer and payment for the Equity Interests.
Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties contained in this Agreement shall survive the Closing for a period of eighteen (18) months from the Closing Date except that (i) all representations and warranties set forth in Section 4.7 (Environmental Matters) shall survive the Closing for a period of three (3) years from the Closing Date, (ii) all representations and warranties set forth in Sections 4.9 (ERISA; Benefit Plans), 4.14 (NRC Licenses), and any claim with respect to fraud, intentional misrepresentation or a deliberate or willful breach by Seller or Buyer shall survive the Closing until the expiration of the applicable statutory period of limitation plus any extensions or waivers thereof and (iii) all representations and warranties set forth in Sections 4.1 (Organization), 4.2 (Authority Relative to this Agreement), 4.5(a) and (b) (Title and Related Matters), 4.17 (Qualified Decommissioning Fund) (except with respect to 4.17(a)(ii), (iv), (v), and (vi), and 4.17(d)(ii) and 4.17(f)), 5.1 (Organization; Qualification), 5.2 (Authority Relative to this Agreement), 5.7 (Transfer of Assets of Qualified Decommissioning Fund) and 6.7 (Brokerage Fees and Commissions) hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties of the other Party set forth herein, notwithstanding any investigation or audit conducted prior to or following the Closing or the decision of any Party to complete the Closing.
(b) The covenants and obligations of the Parties set forth in this Agreement, including the indemnification obligations of the Parties under Article 8 hereof, shall (unless otherwise specifically set forth herein) survive the Closing in accordance with their terms, and the Parties shall be entitled to the full performance thereof by the other Parties hereto.
Survival of Representations, Warranties, Covenants and Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties of Seller set forth in this Agreement and Seller’s liability under any provision of this Agreement or any other agreement executed in connection with this Agreement, including all Closing Documents, will survive the Closing only for the Survival Period, subject only to such longer periods of time, if any, provided in Section 10.4 or for so long as Purchaser provides written notice to Seller of any claim prior to the expiration of the Survival Period and any claim for which notice was timely delivered is filed in any court prior to the expiration of the Survival Period and remains pending. Notwithstanding the immediately preceding sentence or any other provision herein to the contrary, if Seller obtains an estoppel certificate meeting the requirements of Section 7.2(a) hereof from a tenant before or after Closing, then all representations and warranties made by Seller that are covered in such estoppel certificate shall be null and void, and Purchaser shall accept such estoppel certificate in its place. Purchaser will not have any right to bring any action against Seller as a result of (i) any untruth, inaccuracy or breach of such representations and warranties under this Agreement or any Closing Documents, or (ii) the failure of Seller to perform its obligations under this Agreement or any Closing Documents, unless and until the aggregate amount of all liability and losses arising out of all such untruths, inaccuracies, breaches and failures exceeds the Liability Floor; provided, however, that, if Purchaser’s damages exceed the Liability Floor, the liability of Seller shall include all damages up to and including such amount (i.e. Purchaser shall be permitted to make claims beginning with “dollar one”). In addition, in no event will Seller’s liability for all such untruths, inaccuracies, breaches and/or failures under Section 8.1, any other provision of this Agreement or any Closing Documents exceed the Liability Cap; provided, however, the Liability Cap shall not apply to (i) Seller’s liability for attorneys’ fees and costs in connection with such untruths, inaccuracies, breaches and/or failures, (ii) Seller’s obligations under Section 10.4, and/or (iii) Seller’s obligations under Section 11.1 and none of the foregoing shall be included under the Liability Cap.
(b) Seller shall have no liability with respect to any of Seller’s representations, warra...
Survival of Representations, Warranties, Covenants and Obligations. The representations and warranties and the covenants, agreements, and obligations of the parties contained in this Agreement shall be true and correct in all material respects and have effect as of the effective date of this Agreement, except as expressly stated otherwise herein. The statements contained in any certificate or other instrument delivered by or on behalf of any party shall be deemed representations and warranties or covenants and agreements hereunder, as the case may be. Representations, warranties, covenants, agreements, and, in accordance with their terms, obligations contained in or made pursuant to this Agreement shall survive the expiration of this Agreement, irrespective of any investigation made by or on behalf of any party. Additionally, the obligations of the Parties under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement will survive termination, cancellation or expiration of this Agreement.
Survival of Representations, Warranties, Covenants and Obligations. The representations and warranties contained in this Agreement shall survive the Closing until the first (1st) anniversary thereof; provided, however, that (i) the representations and warranties set forth in Section 3.01 (Authority), Section 3.05 (Ownership of Shares and Options) and Section 4.02 (Capital Stock of Gentek Holdings, Gentek U.S. and Gentek Canada) shall survive indefinitely, (ii) the representations and warranties set forth in Section 4.10 (Environmental Matters) shall survive the Closing until the third (3rd) anniversary thereof, and (iii) the representations and warranties set forth in Section 4.17 (Taxes) shall survive the Closing until sixty (60) calendar days after the expiration of the applicable statute of limitations. The agreements and covenants contained in this Agreement shall survive the Closing in accordance with their respective terms. If written notice of a claim has been given prior to the expiration of the applicable representations, warranties, covenants or obligations then such representations, warranties, covenants or obligations, as the case may be, shall survive as to such claim until the claim has been finally resolved.
Survival of Representations, Warranties, Covenants and Obligations. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith and all agreements, covenants and obligations set forth in Sections 1.04, 1.06(f), 1.08, 1.09, 2.05, 12.05, 13.05, 13.16 and 13.17 shall survive the execution and delivery hereof and thereof, notwithstanding any investigation made by any Agent or any Participating Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at any time, and such representations, warranties, agreements, covenants and obligations shall continue in full force and effect as long as any Obligation shall remain unpaid or unsatisfied.
Survival of Representations, Warranties, Covenants and Obligations. (a) Notwithstanding any right of Unity Wireless and NewCo to fully investigate the affairs of Avantry and notwithstanding any knowledge of facts determined or determinable by Unity Wireless and NewCo pursuant to such investigation or right of investigation, Unity Wireless and NewCo has the right to rely fully upon the representations and warranties of Avantry contained in this Agreement.
(b) Notwithstanding any right of Avantry to fully investigate the affairs of Unity Wireless and notwithstanding any knowledge of facts determined or determinable by Avantry pursuant to such investigation or right of investigation, Avantry has the right to rely fully upon the representations and warranties of Unity Wireless contained in this Agreement.
(c) The representations, warranties, covenants and obligations of each party shall survive the execution and delivery of this Agreement and the Closing hereunder and shall thereafter continue in full force for 12 full calendar months after the Closing Date. If any claim for indemnification hereunder that has been previously asserted by a party to this Agreement in accordance with Section 12(a) is still pending at the expiration of the applicable survival period, such claim shall continue to be subject to the indemnification provisions of this Agreement until resolved.
(d) The indemnification provision set forth in Section 12 above is the sole remedy of either party for any breaches by the other party of representations and warranties contained in Sections 7 and 8 of this Agreement.
(e) Avantry will at the request of Unity Wireless and/or NewCo, after the Closing, reasonably cooperate with them in the filing of tax returns, the defense of tax audits, and the prosecution and settlement of any tax litigation or other tax proceedings.
Survival of Representations, Warranties, Covenants and Obligations. The representations, warranties, covenants and obligations in this Agreement shall survive the Closing Date. A claim for indemnification relating to the representations and warranties in this Agreement may be made at any time prior to the first anniversary of the Closing (the “Survival Termination Date”); provided that (i) a claim relating to Section 2.6(a) may be made at any time until eighteen months following the Closing Date and (ii) a claim relating to Sections 2.1, 2.2, 2.3, 2.8, 3.1, 3.2, 3.3(a), 3.3(b), 3.3(d), 3.8 and 3.9 (the “Fundamental Representations”) or to any agreements or covenants to be performed following the Closing may be made at any time.
Survival of Representations, Warranties, Covenants and Obligations. (i) The representations and warranties given or made by any Party to this Agreement or in any certificate or other writing furnished in connection herewith shall survive the Closing for a period of one (1) year after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (a) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof, (b) all representations and warranties with respect to environmental matters shall survive the Closing for a period of two (2) years after the Closing Date; (c) all representations and warranties set forth in Sections 4.22 and 4.23 hereof shall survive the Closing indefinitely, and (d) any representation or warranty as to which a claim (including without limitation a contingent claim) shall have been asserted during the survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing.
(ii) The covenants and obligations of Sellers and Buyer set forth in this Agreement, including without limitation the indemnification obligations of the parties under Article VIII hereof, shall survive the Closing indefinitely, and the Parties shall be entitled to the full performance thereof by the other Parties hereto without limitation as to time or amount (except as otherwise specifically set forth herein).
