Survival of Representations, Warranties, Indemnities and Covenants. The representations, warranties and indemnities set forth in this Agreement and any right to bring an action at law, in equity, or otherwise for any misrepresentation or breach of warranty under this Agreement shall survive for a period of one (1) year from the Closing Date. All post-closing covenants shall survive the Closing for the period specified in this Agreement or, if not specified, for a period of one (1) year following the Closing Date.
Survival of Representations, Warranties, Indemnities and Covenants. The representations, warranties and indemnities set forth in this Agreement and any right to bring an action at law, in equity, or otherwise for any misrepresentation or breach of warranty under this Agreement shall survive for a period of three (3) years from the Closing Date. All post-closing covenants (including, without limitation, the obligation to pay contingent consideration pursuant to Section 2.2 above) shall survive the Closing for the period specified in this Agreement or, if not specified, for a period of three (3) years following the Closing Date. Indemnification Provisions for the Benefit of Purchaser. Seller agrees to indemnify and hold Purchaser, and their respective officers, directors and affiliates harmless from and against any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the breach of any of Seller's representations, warranties, obligations or covenants contained herein, or (ii) the operation of the Business or ownership of the Assets on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Corporation, its employees or Seller occurring before the Closing. For purposes of this Article 10., the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs. In addition to and without limiting the foregoing, Seller agrees, from and after the Closing, to indemnify Purchaser from and against the entirety of any Adverse Consequences Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of for the unpaid taxes of any person or entity (including Seller) under United States Treasury Regulation 1.1502-6 (or any similar provision of state, local,
Survival of Representations, Warranties, Indemnities and Covenants. The representations, warranties and indemnities set forth in this Agreement and any right to bring an action at law, in equity, or otherwise for any misrepresentation or breach of warranty under this Agreement shall survive for a period of one (1) year from the Closing Date. All post-closing covenants shall survive the Closing for the period specified in this Agreement or, if not specified, for a period of one (1) year following the Closing Date. The Guaranty specified in Section 7.3(e) hereof shall survive the Closing and shall expire only upon payment of the liabilities subject to such Guaranty.
Survival of Representations, Warranties, Indemnities and Covenants. (a) Subject to SECTION 6.1(B) and unless otherwise set forth in this Agreement, the representations, warranties and indemnities set forth in this Agreement shall survive for a period of two (2) years from the Closing Date. All post-closing covenants shall survive the Closing for the period(s) specified in this Agreement or, if not specified, for a period of two (2) years following the Closing Date. If a party has received notice of a potential breach of a representation, covenant or warranty, or the occurrence of an otherwise potentially-indemnifiable event under this Agreement within such two-year period, such party may preserve its right to assert a later claim for damages arising from such breach or event by delivering notice of same to the other party within the two-year period.
(b) Notwithstanding anything set forth in SECTION 6.1(A), all representations, warranties, covenants and indemnities in connection with SECTION 4.7 or any tax liabilities shall survive in perpetuity, subject to applicable statutes of limitations.
Survival of Representations, Warranties, Indemnities and Covenants. (a) Subject to SECTION 8.1(b), the representations, warranties and indemnities set forth in this Agreement shall survive for a period of three (3) years from the Closing Date. All post-closing covenants shall survive the Closing for the period(s) specified in this Agreement or, if not specified, for a period of three (3) years following the Closing Date. If a party has received notice of a potential breach of a representation, covenant or warranty, or the occurrence of an otherwise potentially-indemnifiable event under this Agreement within such three (3)-year period, such party may preserve its right to assert a later claim for damages arising from such breach or event by delivering notice of same to the other party within the three (3)-year period.
(b) Notwithstanding anything set forth in SECTION 8.1(a), all representations, warranties, covenants and indemnities in connection with any (i) any Liabilities with respect to any Employee Benefit Plans of the Company arising prior to the Closing Date, or (iii) any Tax liabilities of the Company arising prior to the Closing Date or of the Sellers arising at any time, shall survive until the expiration of the applicable statutes of limitation.
Survival of Representations, Warranties, Indemnities and Covenants. (a) Subject to Section 6.1(c), the representations, warranties, and indemnities set forth in this Agreement will survive for a period of three (3) years following the Effective Date (the “Survival Period”). All post-Closing covenants will survive the Closing for the period(s) specified in this Agreement or, if not specified, for the Survival Period. The rights of the Indemnified Parties (as defined in Section 6.4 below) to assert a claim under this Article 6 will survive the Effective Date until the expiration of the Survival Period, except with respect to Liability for any item as to which, before the expiration of the Survival Period, an Indemnified Party has asserted a claim in writing as required pursuant to the provisions of this Article 6, in which event the Liability on the part of the Indemnifying Parties for such claim will continue until such claim has been finally settled, decided, or adjudicated.
(b) If a Party (the Seller Parties, on the one hand, and Buyer, on the other hand, each being considered one Party for purposes of this Section 6.1) has received notice of a potential Breach of a representation, covenant, or warranty by the other Party, or the occurrence of an otherwise potentially-indemnifiable event in favor of the other Party, under this Agreement within the applicable period under this Section 6.1, such Party will give timely, complete, and accurate notice of such Breach or other potentially indemnifiable event to the other Party. The right to indemnity, reimbursement, or other remedy based upon such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time from any source, whether before or after the execution and delivery of this Agreement or the Effective Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnity, reimbursement or other remedy based upon such representations, warranties, covenants, and obligations.
(c) Notwithstanding Section 6.1(a) and Section 6.1(b):
(i) The indemnity obligations of a Party for any Special Matter will survive until sixty (60) days following the expiration of all applicable statutes of limitation ...
Survival of Representations, Warranties, Indemnities and Covenants. (a) Subject to paragraph 6.01(b), the representations, warranties, covenants and indemnities set forth in this Agreement shall survive for a period of five (5) years from the Closing Date. If a party has received notice of a potential breach of a representation, warranty or covenant, or an otherwise indemnifiable event under this Article 6.00, within such five year period, it may preserve its right to assert a later claim for damages caused by such breach by delivering written notice of the breach (which shall specify the nature of the breach with reasonable factual detail to the extent then in the possession of such party) to the breaching party within ninety (90) days after such five (5) year period. All post-closing covenants shall survive the Closing Date for the period(s) specified in this Agreement or, if not specified, for a period of five (5) years following the Closing Date; (b) Notwithstanding anything set forth in paragraph 6.01(a); (i) to the extent and only to the extent that the indemnification provisions of paragraph 6.02(a)(ii) apply to Adverse Consequences that result from, arise out of, relate to, or are caused by errors or omissions which (A) occurred on or prior to the Effective Date and (B) result in a loss after renewal of a policy by Purchaser after the Effective Date, such provisions shall survive for a period of three (3) years, rather than five (5) years, from the Closing Date; and (ii) all representations, warranties, covenants and indemnities in connection with any tax liabilities of AVL, DV, or RW shall survive in perpetuity (subject to any applicable statutes of limitation).
Survival of Representations, Warranties, Indemnities and Covenants. (a) The representations, warranties and indemnities set forth in this Agreement shall survive the Closing and continue in full force and effect for a period ending on April 30, 2004, solely for purposes of this Article 8 (the "Survival Period"). All post-closing covenants shall survive the Closing for the period(s) specified in this Agreement or, if not specified, for the Survival Period, solely for purposes of this Article 8. If a party has received notice of a potential breach of a representation, covenant or warranty, or the occurrence of an otherwise potentially-indemnifiable event under this Agreement within such period, such party may preserve its right to assert a later claim for damages arising from such breach or event by delivering notice of same to the other party within the period. The right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations shall not be affected by any investigation conducted at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation.
(b) Notwithstanding anything set forth in Section 8.1(a), all representations, warranties, covenants and indemnities in connection with any Tax Liabilities of any Seller, Shareholder or Xxxxxx, shall survive until the expiration of the applicable statutes of limitation.
Survival of Representations, Warranties, Indemnities and Covenants. The provisions of this Agreement that contemplate (either expressly or implied) performance after a Closing or after a termination of this Agreement shall survive a Closing or any such termination and shall not be deemed to be merged into or waived by any documents executed and delivered at such Closing; provided, however, that the representations and warranties contained herein (excluding the Hotel Construction Warranty) shall survive the applicable Closing and the execution and delivery of the Deed for only a period of six (6) months following the applicable Closing Date (“Survival Period”) and no action based thereon shall be commenced after the expiration of the Survival Period as to any claim or suspected claim that is not made by notice to the other party prior to the expiration of the Survival Period. Any rights a party may have hereunder in the event such party terminates this Agreement pursuant to the terms hereof shall survive such termination.
Survival of Representations, Warranties, Indemnities and Covenants. Subject to SECTION 6.6, the representations, warranties and indemnities set forth in this Agreement shall survive for a period of two (2) years from the Closing Date (the "Indemnification Period"). All post-closing covenants shall survive the Closing for the period(s) specified in this Agreement or, if not specified, for the Indemnification Period. If a party has received notice of a potential breach of a representation, covenant or warranty, or the occurrence of an otherwise potentially-indemnifiable event under this Agreement within the Indemnification Period, such party may preserve its right to assert a later claim for damages arising from such breach or event by delivering notice of same to the other party within the Indemnification Period.
