Survival of Representations, Warranties, Covenants and Agreements. (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations.
(b) The covenants contained in this Agreement shall survive in accordance with their respective terms.
(c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.
Survival of Representations, Warranties, Covenants and Agreements. (a) All of the representations and warranties made in this Agreement shall survive the Closing for a period of fifteen months, at which time they will terminate and no claims with respect to such representations and warranties shall be made by any Person under Section 10.02 or Section 10.03 thereafter, except that (a) the representations and warranties of the Sellers contained in Article IV (Representations and Warranties Relating to Sellers), and Section 6.01 (Organization, Qualification, and Corporate Power), Section 6.02 (Capitalization), and Section 6.04 (Brokers’ Fees) above and the representations and warranties of Buyer contained in Section 5.01, Section 5.02 and Section 5.04 above (collectively with the representations and warranties in Section 6.11 (Tax Matters), the “Fundamental Representations and Warranties”) shall survive the Closing indefinitely; and (b) the representations and warranties in Section 6.11 (Tax Matters) shall survive the Closing until 60 days after the expiration of the applicable statute of limitations therefor, and except as otherwise specifically provided herein.
(b) All covenants and agreements made in this Agreement which are to be performed after the Closing Date shall survive the Closing until 60 days after the expiration of the applicable statute of limitations therefor with respect to any breach thereof or until the obligations with respect to such covenant or agreement have been satisfied in full.
Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained in this Agreement shall survive the execution of this Agreement.
Survival of Representations, Warranties, Covenants and Agreements. (a) The representations, warranties, covenants, and other agreements of the Company and the Investor set forth in or made in connection with this Agreement, and the indemnification obligations of the parties with respect thereto, shall survive the execution and delivery of this Agreement and the Closing as follows:
(i) with respect to the representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 (the “Company Fundamental Representations and Warranties”) and in Sections 5.1 and 5.2 (the “Investor Fundamental Representations and Warranties”), such representations and warranties shall survive indefinitely;
(ii) with respect to the representations and warranties set forth in Sections 4.16, 4.17, 4.20 and 4.26 (the “Company Statutory Representations and Warranties”), 90 days following expiration of the relevant statute of limitations period;
(iii) with respect to all other representations and warranties contained in Sections 4 and 5 and not addressed in (i) or (ii) above, three years following the Closing;
(iv) with respect to the obligations set forth in Section 9.2, indefinitely; and
(v) the covenants, agreements and other obligations contained in this Agreement, and the indemnification obligations of the parties with respect thereto, shall survive until performed in accordance with their terms or become no longer applicable.
(b) No Indemnitor shall be liable for any Damages with respect to the matters set forth in Section 8.1 unless a claim is timely asserted prior to the expiration of the survival period specified in this Section 8.2; provided, however, if a notice of a claim is timely given prior to the expiration of the survival period specified in this Section 8.2 then such indemnification obligation shall continue to survive past expiration of such survival period until such claim has been satisfied or otherwise resolved as provided in Section 8.1.
Survival of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of the Partnership in ARTICLE 2 and the Contributor in Section 1.6 and ARTICLE 3 shall survive the Closing and continue in full force and effect through and including the date that is eighteen months immediately following the Closing; provided, that the representations and warranties in (a) Section 2.1 (Organization and Existence), Section 2.2 (Governing Documents), Section 2.4 (Authority Relative to this Agreement), Section 2.5 (Noncontravention), Section 2.6 (Government Approvals), Section 2.11 (Brokerage Fee), Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section 3.21 (Brokerage Fees) shall survive indefinitely, and (b) Section 3.7 (Tax Matters) shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All other covenants and agreements contained in this Agreement shall survive the Closing until fully performed. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.
Survival of Representations, Warranties, Covenants and Agreements. (a) Except as set forth in Article X and Section 11.1(b) of this Agreement, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their Representatives whether prior to or after the execution of this Agreement.
(b) The representations and warranties made by each party hereto in this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before) the first anniversary of the date hereof; provided, however, that the representations and warranties contained in Section 6.6 shall survive until the expiration of the applicable period of limitations (giving effect to any waivers or extensions thereof). 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. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 11.1(b), no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement after the Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in this Agreement shall survive the Closing, without any contractual limitation on the period of survival (other than those covenants and agreements that are expressly required to remain in full force and effect for a specified period of time). The termination of the representations and warranties provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by indemnifying party prior to the expiration of the applicable Survival Period provided herein.
Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and obligations of Seller and Purchaser contained in this Agreement are material, were relied on by such Parties, and will survive the Closing Date as provided in Section 11.03.
Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants, agreements and undertakings of Seller set forth herein shall survive the Closing.
Survival of Representations, Warranties, Covenants and Agreements. The representations and warranties and all covenants and agreements to be performed on or prior to the Closing Date set forth in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as follows (such date, with respect to each subsection below, is referred to herein as its “Survival Date”) and shall thereafter be of no further force or effect:
(a) the representations and warranties in Section 3.01 (Organization), Section 3.02 (Authorization; Valid and Binding Agreement), Section 3.03 (Title to Company Common Stock), Section 3.10 (Brokerage), Section 4.01 (Organization), Section 4.02 (Subsidiaries), Section 4.03 (Authorization; Valid and Binding Agreement), Section 4.05 (Capitalization) and Section 4.23 (Brokerage), (each individually, a “Seller Fundamental Representation”), and the representations and warranties in Section 5.01 (Organization), Section 5.02 (Ownership and Operation of Corporate Merger Sub and LLC Merger Sub), Section 5.03 (Authorization; Anti-takeover Statute), Section 5.04 (Valid Issuance of Parent Special Stock), and Section 5.13 (Brokerage) (each individually, a “Parent Fundamental Representation”) shall survive the Closing until the fourth anniversary of the Closing Date;
(b) the representations and warranties in Section 4.09 (Tax Matters) and Section 4.11 (Employee Benefit Plans), to the extent relating to ERISA matters, shall survive the Closing until 30 days following the expiration of the applicable statute of limitations (including any waivers or extensions thereof agreed to by Parent);
(c) the representations and warranties in Section 4.06 (Financial Statements), Section 4.07 (Liabilities) and Section 4.19 (Compliance with Legal Requirements) shall survive the Closing until the 18-month anniversary of the Closing Date;
(d) all other representations and warranties shall survive the Closing until the 12-month anniversary of the Closing Date; and
(e) all covenants and agreements shall survive the Closing for the term specified, if specified, or indefinitely otherwise. Except as expressly provided in the immediately preceding sentence, no claim for indemnification hereunder may be made after the expiration of the applicable Survival Date; provided, however, that any indemnity claim (but solely such claim) described in a written notice received by the indemnifying Party prior to the expiration of the applicable time limitations set forth in Section 7.01(a)...
Survival of Representations, Warranties, Covenants and Agreements. All representations and warranties of Sellers and Purchasers in this Agreement and the other Transaction Documents shall survive the Closing Date for a period of fifteen (15) months after the Closing Date, except that: (a) (i) the representations and warranties of Sellers contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Capitalization and Title), Section 5.3 (Outstanding Interests), Section 5.4 (Authorization of Agreement), Section 5.9(a) (Title to Assets; Liens), Section 5.10(e) (Absence of Certain Developments) and Section 5.25 (Financial Advisors) and (ii) the representations and warranties of Purchasers contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), and Section 6.4 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and (b) the representations and warranties of Sellers contained in Section 5.11 (Taxes) (together with the representations and warranties listed in clause (a)(i), the “Seller Fundamental Representations”) shall survive the Closing until 60 days after the expiration of the applicable statutes of limitations (after giving effect to any waiver, modification, tolling or extension thereof). The covenants or other agreements contained in this Agreement shall survive the Closing Date until fully performed or satisfied and for the period ending on the date that is thirty (30) days after the expiration of applicable statute of limitations (after giving effect to any waiver, modification, tolling or extension thereof). Notwithstanding the foregoing, any claims asserted in compliance herewith by notice from the non- breaching Party to the breaching Party prior to the expiration of any applicable survival period shall survive until finally resolved. For the avoidance of doubt, the Parties agree and acknowledge that the survival periods set forth in this Section 10.1 are contractual statutes of limitations and any claim brought by any Party pursuant to this Article X must be brought or filed prior to the expiration of the applicable survival period.
