Warranties Survive Closing. Notwithstanding any investigation by or information supplied to Seller, the warranties and representations of Buyer contained in this Agreement will be true and correct on the Closing Date and will survive the Closing for sixteen (16) months following the Closing Date. Any claim for indemnification under Article VIII, below, made in writing prior to the expiration of the sixteen (16) month period specified in Paragraph 8.2, and the rights of indemnity with respect to such claim, will survive such expiration until resolved or judicially determined and any such claim not submitted in writing prior to the expiration of such applicable survival period will be considered to have been waived.
Warranties Survive Closing. All warranties, representations, indemnities and agreements hereunder shall survive the date of this Agreement and the offering of the Shares by the Company.
Warranties Survive Closing. All warranties, covenants, and representations made by the parties to this Agreement shall survive the closing.
Warranties Survive Closing. The warranties and representations of the Purchaser contained herein shall survive the Closing for a period of eighteen (18) months; provided, however, that the warranties and representations contained in Section 5.1.1 hereof shall survive the Closing without a time limit or termination period. Any claim for indemnification under clause (a)(i) of Section 7.2 hereof made in writing prior to the expiration of such applicable survival period, 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 Survive Closing. The warranties and representations of the Seller herein contained shall be complete and correct on the date hereof and on the Closing Date, and shall survive the Closing for a twenty-four (24) month period following the Closing Date except (i) all representations and warranties with respect to Section 4.2.10 (Taxes) shall survive the Closing Date until ninety (90) days after the later of: (A) the final settlement of any alleged tax deficiencies, or (B) the expiration of the applicable statute of limitations, together with any extensions or waivers thereof approved by the Seller, (a "Survival Date") (ii) all representations and warranties with respect to Section 4.2.10 (Litigation), Section 4.2.18 (Environmental Matters) and Section 4.2.27 (Regulatory Compliance) shall survive the Closing Date until ninety (90) days after the expiration of the applicable statute of limitations, together with any extensions or waivers thereof approved by the Seller (each, a "Survival Date") and (iii) any claim based on an inaccuracy of a representation or the breach of a warranty which is known by the Seller to be false at the time such representation or warranty is made (a "Fraud Claim") shall survive the Closing Date until ninety (90) days after the expiration of the applicable statute of limitations, together with any extensions or waivers thereof approved by the Seller (a "Survival Date"); provided, however, that if the Buyer provides written notice to the Seller as specified in Section 9.3 of any claim for which the Buyer seeks indemnification pursuant to Article 9, prior to the applicable Survival Date, the claim so made shall survive the Closing until resolved. Any claim not so made in writing prior to the applicable Survival Date shall be deemed to have been waived by the Buyer and no other party shall have further liability therefor. Notwithstanding the above, there shall be no time limit on claims or actions brought for breach of any warranty or representation made in Section 4.1.
Warranties Survive Closing. Notwithstanding any investigation by or information supplied to the Buyer and the Buyer Parent, the warranties and representations of the Member contained in this Agreement or in any certificate delivered pursuant hereto shall be true and correct on the Closing Date and shall survive the Closing for a period of eighteen (18) months after the Closing Date; provided, that the warranties and representations contained in Section 6.1.1 (Authority of Member), above, and any warranties and representations fraudulently made or intentionally misrepresented shall survive the Closing and continue in full force and effect indefinitely. Any claim for indemnification under clause (a) of Section 11.1, below, made in writing prior to the expiration of such applicable survival period, 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 Survive Closing. The representations and warranties made in this Agreement shall not merge into any instrument or conveyance delivered at the Close of Escrow. The representations and warranties of Seller set forth in this Agreement or any documents executed in connection herewith shall survive the expiration of the Leaseback Term for a period of one (1) year (“Survival Period”), but any action, suit or proceeding brought by Buyer against Seller under this Agreement or under any such documents shall be commenced and served, if at all, on or before the end of the Survival Period and, if not commenced and served on or before such date, thereafter shall be void and of no force or effect.
Warranties Survive Closing. Notwithstanding any investigation by or information supplied to the Buyer, the warranties and representations of the Sellers contained herein and in any document delivered pursuant hereto, are true and correct on the date hereof and shall survive for a period of two (2) years following the Closing Date; provided, however, that (a) the representations and warranties contained in Section 3.9 hereof shall survive for a period of three (3) years and six (6) months following the Closing Date, (b) the representations and warranties contained in Sections 3.3, 3.16 and 3.27 hereof shall survive until the expiration of the applicable statute of limitations period, and (c) the representations and warranties contained in Sections 3.1 and 3.4 hereof shall survive indefinitely. Any claim for indemnification under Article 8 hereof made in writing prior to the expiration of such applicable survival period, 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 Survive Closing. All warranties, representations, indemnities and agreements hereunder shall survive the Closing.
Warranties Survive Closing. Notwithstanding any investigation by or information supplied to Seller, the warranties and representations of Buyer contained in this Agreement will be true and correct on the Closing Date and will survive the Closing for three (3) years following the Closing Date. Any claim for indemnification under Article VIII, below, made in writing prior to the expiration of the three (3) year period specified in Paragraph 8.2, and the rights of indemnity with respect to such claim, will survive such expiration until resolved or judicially determined and any such claim not submitted in writing prior to the expiration of such applicable survival period will be considered to have been waived.
