Survival Past Closing. All of the representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing and the delivery of the Conveyance and continue until the termination of the Production Payment as provided in the Conveyance.
Survival Past Closing. The representations and warranties of the parties hereto contained herein shall survive the Closing for a period of two (2) years.
Survival Past Closing. Any investigation or examination by Buyer of the business, properties or affairs of the Seller or of the Transferred Assets shall not affect the representations and warranties of Seller contained in Section 3, and the representations and warranties of Seller contained in Section 3 shall survive the Closing for a period of two (2) years, except with respect to the provisions of Sections 3.2 and 3.6 which shall survive until the expiration of any applicable statute of limitations. Any investigation or examination by Seller of the business, properties or affairs of Buyer shall not affect the representations and warranties of Buyer contained in Section 4, and the representations and warranties of Buyer contained in Section 4 shall survive the Closing for a period of two (2) years.
Survival Past Closing. (a) The obligation to indemnify and hold harmless the Buyer Indemnified Parties hereto pursuant to Sections 10.2(a) and 10.2(b) shall terminate on the date which is one year after the Closing Date; provided, however, that (i) 57 such obligation to indemnify and hold harmless shall not terminate with respect to any item as to which a Buyer Indemnified Party shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the Stockholder Representative in accordance with the terms of this Article X, and (ii) such limitation on the obligation to indemnify and hold harmless the Buyer Indemnified Parties shall not apply with respect to claims of, or causes of action arising from, willful breach by the Company of this Agreement or fraud committed by the Company on Parent in connection with this Agreement.
Survival Past Closing. The investigation or examination by Parent of the Business, properties or affairs of the Company or Company Subsidiary or the Shareholders, shall not affect the representations, warranties and covenants of the Acquired Companies, the Company and the Shareholders contained in this Agreement. The investigation or examination by the Shareholders of the business, properties or affairs of Parent shall not affect the representations, warranties and covenants of the Parent contained in this Agreement. The respective representations and warranties of the parties herein contained shall survive the Closing for a period of six (6) years (referred to herein as “General Representations”), with the exception of (i) representations and warranties of the Company and the Shareholders with respect to Section 3.06 (“Financial Statements”), Section 3.16 (“Taxes”), Section 3.23 (“Product Liability”), Section 4.05 (“SEC Filings; Financial Statements”) and Section 4.07 (“Taxes”) which shall survive the Closing for the applicable statute of limitations, and the representations and warranties in Section 3.02 (“Title to Shares”), Section 3.16 (“Title to Assets”), Section 3.26 (“Environmental Matters”) and Section 4.03 (“Authority Relative to this Agreement”), which shall survive Closing indefinitely.
Survival Past Closing. All of the representations, warranties, covenants, agreements, terms and provisions of this Agreement shall survive the Closing Date.
Survival Past Closing. Any investigation or examination by Parent of the business, properties or affairs of the Company or the Holders shall not affect the representations and warranties of the Company and the Holders herein contained and the respective representations and warranties of the parties herein contained shall survive the Closing for a period of one (1) year (referred to herein as "General Representations"), with the exception of (i) representations and warranties of the Company and the Shareholders with respect to taxes as set forth in Section 3.18 (referred to herein as the "Special Representation"), which shall survive the Closing for the applicable statute of limitations and (ii) representations and warranties of each Holder as set forth in Article III.A hereof (referred to herein as "Personal Representations"), which shall survive indefinitely.
Survival Past Closing. None of the representations and warranties contained in this Agreement shall survive the Closing; provided that the special warranty of title contained in the Conveyance shall survive the Closing in accordance with the terms thereof.
Survival Past Closing. Any investigation or examination by ---------------------- Parent or Acquisition Subsidiary of the business, properties or affairs of the Company or the Holders shall not affect the representations and warranties of the Company and the Holders herein contained, and the respective representations and warranties of the parties herein contained shall survive the Closing for a period of one (1) year (referred to herein as "General Representations"), with ------------------------ the exception of (i) representations and warranties of the Company and the Principal Shareholder with respect to taxes, product liability and product recall claims and environmental matters, as set forth in Sections 3.18, 3.24 and 3.27, respectively (referred to herein as "Special Representations"), which ------------------------ shall survive the Closing for the applicable statute of limitations, and (ii) representations and warranties of each Holder as set forth in Article III.A hereof (referred to herein as "Personal Representations"), which shall survive ------------------------- indefinitely.
Survival Past Closing. The representations, warranties and covenants of the parties hereto contained herein shall not survive the Closing (other than those covenants or agreements which by their terms are to be performed in whole or in part after Closing which shall survive the Closing until performed in accordance with their terms). There are no remedies available to the parties hereto with respect to any breach of the representations, warranties and covenants of the parties to this Agreement after the Closing, except for fraud and intentional misrepresentation and except with respect to covenants to be performed following Closing.
