Warranties and Representations Survive Closing. All warranties and representations made by the parties hereto shall survive the closing of this transaction.
Warranties and Representations Survive Closing. Notwithstanding any investigation by or information supplied to the Buyer, the respective warranties and representations of the Seller and the Parent contained in this Agreement, the schedules attached hereto, including the Disclosure Schedule (as supplemented pursuant to Paragraph 8.2, below), each Seller Ancillary Document or in any writing to be furnished pursuant hereto shall be true and correct on the Closing Date and shall survive the Closing Date: (i) as to the warranties and representations contained in the first sentence of Paragraphs 5.1.6 and 5.19(b), above (but, with respect to Paragraph 5.19(b), only as such warranties and representations relate to the payment of social security, payroll and similar Taxes), clause (i) of Paragraph 5.1.11(c), above, the first three sentences of Paragraph 5.1.1, above, and all of Paragraph 5.1.3, above, indefinitely; (ii) as to the warranties and representations contained in all of Paragraph 5.1.4, above, for five (5) years; (iii) as to the warranties and representations contained in the first sentence of Paragraphs 5.1.10 and 5.1.25, above, and all of Paragraphs 5.1.13, 5.1.20 and 5.1.22, above, for the same period as the statute of limitations applicable thereto plus ninety (90) days; and (iv) as to all other warranties and representations, for eighteen (18) months. Except for the warranties and representations specified in clause (i) of this Paragraph 5.2, each of which shall survive the Closing indefinitely, any claim by the Buyer for indemnification under clause (i) of Paragraph 10.1, below, made in writing prior to the expiration of the survival period applicable thereto, and the rights of indemnity with respect thereto, shall survive such expiration until resolved or judicially determined; and any such claim not so made in writing prior to the expiration of such applicable survival period shall be deemed to have been waived.
Warranties and Representations Survive Closing. Notwithstanding any investigation by or information supplied to the Seller or the Parent, the warranties and representations of the Buyer contained in this Agreement, the schedules attached hereto, each Buyer Ancillary Document or in any writing to be furnished pursuant hereto shall be true and correct on the Closing Date and shall survive the Closing Date indefinitely.
Warranties and Representations Survive Closing. The warranties, representations, covenants and agreements set forth in this Agreement shall not be cancelled by performance under this Agreement, but shall survive the Closing and the delivery of the deed of conveyance hereunder for a period of one (1) year after the Closing Date. All representations and warranties set forth in this Article X shall be true and correct as of the date hereof and as of the Closing Date, and at Closing, if requested by Purchaser, Sellers shall so certify, in writing, in form reasonably requested by Purchaser. Sellers hereby agree to indemnify and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs and expenses of every nature and kind (including attorneys' fees) which Purchaser may sustain at any time (i) as a result of, arising out of or in any way connected with the operation, ownership, custody or control of the Premises prior to the Closing Date; or (ii) by reason of the untruth, breach, misrepresentation or nonfulfillment of any of the covenants, representations, warranties or agreements made by Sellers in this Agreement or in any documents or agreements delivered in connection with this Agreement or with the closing of the transaction contemplated hereby.
Warranties and Representations Survive Closing. The warranties, representations, covenants and agreements set forth in this Agreement shall not be cancelled by performance under this Agreement, but shall survive the Closing and the delivery of the deed of conveyance hereunder for a period of one (1) year after the Closing Date. All representations and warranties set forth in this Article IX shall be true and correct as of the date hereof and as of the Closing Date, and at Closing, if requested by the City, Sellers shall so certify, in writing, in form reasonably requested by the City. Sellers hereby agree to indemnify and hold the City harmless from and against any and all claims, demands, liabilities, costs and expenses of every nature and kind (including attorneys' fees) which the City may sustain at any time by reason of the material untruth, breach, misrepresentation or nonfulfillment of any of the covenants, representations, warranties or agreements made by Sellers in this Agreement or in any documents or agreements delivered in connection with this Agreement or with the closing of the transaction contemplated hereby.
