Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.
Survival of Representations, Warranties. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement. All representations and warranties shall be effective regardless of any investigation made or which could have been made.
Survival of Representations, Warranties. The representations of each of the Company, the Shareholders, CCC and Newco will survive the Closing until, and will expire upon, the termination of the indemnification obligations as provided in Section 10.3(e).
Survival of Representations, Warranties. All relevant terms of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law.
Survival of Representations, Warranties. Notwithstanding the termination of this Agree- ment, the representations and warranties of each of the Parties with respect to confidentiality matters under Section 9 and the indemnity provisions under Section 10 hereof shall survive the termination of this Agreement.
Survival of Representations, Warranties. Indemnification and Other ------------------------------------------------------------------ Agreements. ----------
Survival of Representations, Warranties. The representations and warranties contained in this Agreement shall survive the closing of the transactions contemplated herein.
Survival of Representations, Warranties. Covenants and ---------------------------------------- ------------- Indemnification. The representations and warranties made in Sections 5 and 6 --------------- of this Agreement other than those in Sections 5.10, 5.14, 5.19, 5.20, 5.21 and 5.25 will survive the Closing and will expire upon the second anniversary of the Closing Date, except as to any matter as to which a reasonably specific good faith claim has been submitted in writing to the Buyer or the Sellers, as applicable, prior to such date. All representations and warranties contained in Sections 5.10, 5.14, 5.19, 5.20, 5.21 and 5.25 will survive until the expiration of the applicable statute of limitations period (including extensions thereof) for any claim in respect of matters covered by Sections 5.10, 5.14, 5.19, 5.20, 5.21 and 5.25
Survival of Representations, Warranties. The representations ------------------------------------------- and warranties contained in this Agreement and the other Documents, shall survive the Closing and any investigation at any time made by or on behalf of any party for a period of two years; provided however that the representations ---------------- and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.12 and 4.33 shall survive the Closing and continue in full force and effect indefinitely, (b) the representations and warranties set forth in Section 4.25 shall survive the Closing and continue in full force and effect until the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Tax, interest or penalties under applicable Tax Laws in respect of any taxation year to which such representations and warranties extend could be issued under applicable Tax Laws to the Seller, the Purchaser or the Parent, (c) the representations and warranties set forth in Section 4.28 shall survive the Closing and continue in full force for a period of ten years, and (d) a claim for any breach of a representation or warranty contained in this Agreement or any of the Documents involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law. Any claims for indemnification asserted in writing as provided for in this Article VIII prior to the expiration date applicable to the representation or warranty with respect to which such claim for indemnification is made shall survive until finally resolved and satisfied in full, provided that indemnification claims for breach any representation or warranty must be properly made prior to the expiration date applicable to the representation or warranty. For convenience of reference, the date upon which any representation and warranty contained herein shall terminate is referred to herein as the "Survival Date." No third party other than Purchaser Indemnified Persons and Seller Indemnified Persons (as hereinafter defined) shall be a third party or other beneficiary of such representations and warranties and no such third party shall have any rights of contribution with respect to such representations or warranties or any matter subject to or resulting in indemnification under this Article VIII or otherwise. All covenants and agreements contained in this Agreement (and in the corresponding covenant...
Survival of Representations, Warranties. Subject to Section 9 hereof, all of the representations, warranties, indemnities and agreements of or by the Parties to this Agreement shall survive the Closing of this transaction as provided herein and shall not merge into the conveyancing documents.
