Survival of Representations, Warranties, Covenants, Etc. (a) The representations and warranties and covenants and agreements to be performed at the Closing of EPI or the Acquiror contained in this Agreement shall survive the Closing and terminate 12 months following the Closing Date (the “Expiration Date”). Notwithstanding the preceding sentence, so long as an Indemnified Party gives an Indemnification Claim Notice for any claim for indemnification on or before the Expiration Date, such Indemnified Party shall be entitled to pursue its rights to indemnification for such claim.
(b) The representations, Warranties, covenants and agreements of EPI and the Acquiror, and the rights and remedies that may be exercised by the Acquiror Indemnitees and the EPI indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or any knowledge of, any of the Acquiror Indemnitees or EPI Indemnitees or m y of their respective Representatives.
(c) For purposes of this Agreement, each statement or other item of information set forth in the Elan Disclosure Schedule shall be deemed to be a representation and warranty made by EPI in this Agreement; and each statement or other item of information set forth in the Acquiror Disclosure Schedule shall be deemed to be a representation and warranty made by the Acquiror in this agreement.
(d) Nothing contained in this Section 11.01 or elsewhere in this Agreement shall limit any rights or remedy of any indemnified party for claims based on fraudulent or intentional misrepresentation.
Survival of Representations, Warranties, Covenants, Etc. The representations and warranties of the parties contained in Articles VI and VII hereof and in the Related Agreements (if any) shall survive the Closing until the second anniversary of the Closing Date; provided, however, that the representations and warranties of the Seller in Sections 6.2, 6.14(a) and 6.16 hereof shall survive the Closing until sixty (60) days following the expiration of the applicable statute of limitations (with extensions, if any) with respect to the matters addressed in such sections. The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation or warranty. The covenants and agreements of the parties hereto contained herein shall survive in accordance with their respective terms. So long as an Indemnified Party gives an Indemnification Claim Notice for such claim on or before the expiration of the applicable Survival Period, such Indemnified Party shall be entitled to pursue its rights to indemnification under Sections 11.2(a) or (b) hereof, as applicable. In the event notice of any claim for indemnification under Section 11.2(a) or (b) hereof shall have been given within the applicable Survival Period and such claim has not been finally resolved by the expiration of such Survival Period, the representations and warranties that are the subject of such claim shall survive the end of the Survival Period of such representations or warranties until such claim is finally resolved, but such representations and warranties shall only survive with respect to such asserted claim.
Survival of Representations, Warranties, Covenants, Etc. Each party hereto covenants and agrees that its representations, warranties, covenants and agreements contained in this Agreement, the Exhibits thereto and in any instrument of sale, assignment, conveyance and transfer executed and delivered pursuant to this Agreement shall survive the Closing hereunder. The undersigned hereby acknowledge, agree, and assent to the terms and conditions of this Agreement. INREACH INTERNET LLC By: /s/ Xxxx Xxxxxxxx Date: 11/26/02 ----------------------------- ---------------------- Xxxx Xxxxxxxx, President NORTHCOAST INTERNET, INC. By: /s/ Xxxx Xxxxxx Date: 11/26/02 ------------------------------ ---------------------- (State officer position of xxxxxx) SELLER INFORMATION -------------------------------- --------------------------------------------- Seller Business Name: Northcoast Internet, Inc. -------------------------------- --------------------------------------------- Representative Name: -------------------------------- --------------------------------------------- Street Address: 0000 Xxxxxxxx, Xxxxx X-0 -------------------------------- --------------------------------------------- City, State, Zip: Xxxxxx, XX 00000 -------------------------------- --------------------------------------------- Telephone Number: 000-000-0000 -------------------------------- --------------------------------------------- Fax Number: 000-000-0000 -------------------------------- --------------------------------------------- E-mail Address: -------------------------------- ---------------------------------------------
Survival of Representations, Warranties, Covenants, Etc. The representations and warranties and covenants and agreements to be performed at or prior to the Closing of the Elan Companies or the Acquiror Parent and the Acquirors contained in this Agreement and the Related Agreements shall terminate twelve (12) months following the Closing Date (the "Expiration Date"); provided, however, that any claim (i) with respect to a breach of a representation or warranty relating to title to Skelaxin Intellectual Property, the Sonata Copyrights or the Skelaxin Product Registrations shall not expire until three (3) years following the Closing Date and (ii) based upon a breach of a covenant or an agreement contained in this Agreement or any Related Agreement to be performed after the Closing Date shall not expire and shall continue in perpetuity. So long as an Indemnified Party gives an Indemnification Claim Notice for such a claim on or before the Expiration Date or the applicable date set forth in clause (i) or (ii) above, such Indemnified Party shall be entitled to pursue its rights to indemnification.
Survival of Representations, Warranties, Covenants, Etc. The representations, warranties, covenants and agreements of the Elan Companies or the Acquiror contained in this Agreement and the Related Agreements (other than the Supply Agreement) shall survive the Closing Date and remain in full force and effect thereafter until December 31, 2003 (the "Expiration Date"). Notwithstanding the foregoing, however:
(a) any claim with respect to a breach of Section 6.09 shall not expire until December 31, 2004;
(b) any claim with respect to a breach of a representation or warranty relating to title to the Product Intellectual Property, Product Registrations and the Plant shall not expire until December 31, 2005; and
(c) any claim based upon a breach of a covenant or an agreement contained in this Agreement or any Related Agreement to be performed after the Closing Date (except the Supply Agreements) which shall not expire and shall continue in perpetuity. So long as an Indemnified Party gives an Indemnification Claim Notice for a claim on or before the Expiration Date or the applicable date set forth in Section 11.01(a)-(c), such Indemnified Party shall be entitled to pursue its rights to indemnification. Indemnification pursuant to Section 11.02 shall be the exclusive contract right and remedy for damages of the Indemnified Parties for any losses arising under this Agreement or Related Agreements based upon breach of representation or warranty or upon a claim under Section 11.02(a)(iii) hereof.
Survival of Representations, Warranties, Covenants, Etc. All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument, certificate or other writing provided for in it, shall survive the Closing.
Survival of Representations, Warranties, Covenants, Etc. The representations and warranties of Sellers and Buyer contained in this Agreement and all claims with respect thereto shall survive the Closing and shall terminate on the Expiration Date notwithstanding any investigation made by or on behalf of a Party or any knowledge by the other Party of facts or circumstances which may conflict with such representations and warranties; provided that the representations and warranties set forth in Sections 6.01, 6.02, 6.03(a), 6.04(a), 6.04(b), the last sentence of 6.09(a), 6.16(b), 7.01, 7.02 and 7.03(a) and the indemnifications related thereto (the “Fundamental Representations”) shall survive the Closing for an unlimited period of time and the representations and warranties set forth in Section 6.08 (the “Environmental Representation”) and the indemnifications related thereto shall survive the Closing for a period of five years; provided further that if notice of any claim for indemnification shall have been given prior to the Expiration Date or the five year period, as the case may be, and such notice describes with reasonable specificity the circumstances with respect to which such indemnification claim relates, such indemnification claim shall survive until such time as such claim is finally resolved.
Survival of Representations, Warranties, Covenants, Etc. Survival Except as provided in this Section 8.1, and notwithstanding any other provision of this Agreement, all statements, representations, warranties, indemnities, covenants and agreements made by PSINet, Seller and Buyer shall survive the consummation of the transactions contemplated hereby for a period of six months following the Closing Date. The foregoing notwithstanding:
Survival of Representations, Warranties, Covenants, Etc. All representations, warranties and covenants made by the parties hereto in this Agreement shall survive the Closing for the maximum period permitted by law.
Survival of Representations, Warranties, Covenants, Etc. The representations and warranties of Inpharma or Cytogen contained in this Agreement remain in full force and effect until the Expiration Date. All representations and warranties contained in this Agreement and all claims with respect thereto shall terminate on the Expiration Date; provided that if notice of any claim for indemnification pursuant to Section 7.02(d)(iii) shall have been given prior to the Expiration Date, and such notice describes with specificity the circumstances with respect to which such indemnification claim relates, such indemnification claim shall survive until such time as such claim is finally resolved.
