Survival of Representations, Warranties, Covenants and Obligations. The respective representations, warranties, covenants and obligations of the Parties, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Party, and shall survive the transfer and payment for the Equity Interests.
Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by any Party to this Agreement or in the certificates required by Section 7.1(g) or 7.2(h) shall not survive the Closing and shall be of no further force or effect, except that (i) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof and (ii) all representations and warranties set forth in Sections 4.21, 4.22 and 5.7 hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing.
Survival of Representations, Warranties, Covenants and Obligations. The representations and warranties and the covenants, agreements, and obligations of the parties contained in this Agreement shall be true and correct in all material respects and have effect as of the effective date of this Agreement, except as expressly stated otherwise herein. The statements contained in any certificate or other instrument delivered by or on behalf of any party shall be deemed representations and warranties or covenants and agreements hereunder, as the case may be. Representations, warranties, covenants, agreements, and, in accordance with their terms, obligations contained in or made pursuant to this Agreement shall survive the expiration of this Agreement, irrespective of any investigation made by or on behalf of any party. Additionally, the obligations of the Parties under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement will survive termination, cancellation or expiration of this Agreement.
Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties given or made by each Party to this Agreement or in any certificate or other writing furnished in connection herewith shall survive the Closing for a period of two (2) years after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (a) all representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof, (b) all representations and warranties with respect to environmental matters shall survive the Closing for a period of six (6) years after the Closing Date; and (c) any representation or warranty as to which a claim (including without limitation a contingent claim) shall have been asserted prior to the expiration of such representation or warranty shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled. Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing.
Survival of Representations, Warranties, Covenants and Obligations. 15.3.1. The representations and warranties given or made by any Party to this Agreement or in the certificates required by Section 12.1.5 or 12.2.5 shall survive the Closing for a period of twelve (12) months except that (i) the representations and warranties relating to Taxes and Tax Returns shall survive the Closing for the period of the applicable statutes of limitation plus any extensions or waivers thereof; and (ii) all representations and warranties set forth in Sections 9.1, 9.2, 4.9, 9.16, 10.1, 10.2, 10.6, 10.7 and 11.8 hereof shall survive the Closing indefinitely. Notwithstanding the foregoing, no such limitation of the survival period shall apply in the event of the intentional misrepresentation or fraudulent breach of any representation or warranty of Buyer, Buyer's Parent or Guarantor or Seller contained in this Agreement (it being understood that the Party seeking indemnity shall bear the burden of establishing the existence of the intentional misrepresentation or fraudulent breach). Each Party shall be entitled to rely upon the representations and warranties of the other Party or Parties set forth herein, notwithstanding any investigation or audit conducted before or after the Closing Date or the decision of any Party to complete the Closing.
Survival of Representations, Warranties, Covenants and Obligations. (a) The representations and warranties contained in this Agreement shall survive the Closing for a period of eighteen (18) months from the Closing Date except that (i) all representations and warranties set forth in Section 4.7 (Environmental Matters) shall survive the Closing for a period of three (3) years from the Closing Date, (ii) all representations and warranties set forth in Sections 4.9 (ERISA; Benefit Plans), 4.14 (NRC Licenses), and any claim with respect to fraud, intentional misrepresentation or a deliberate or willful breach by Seller or Buyer shall survive the Closing until the expiration of the applicable statutory period of limitation plus any extensions or waivers thereof and (iii) all representations and warranties set forth in Sections 4.1 (Organization), 4.2 (Authority Relative to this Agreement), 4.5(a) and (b) (Title and Related Matters), 4.17 (Qualified Decommissioning Fund) (except with respect to 4.17(a)(ii), (iv), (v), and (vi), and 4.17(d)(ii) and 4.17(f)), 5.1 (Organization; Qualification), 5.2 (Authority Relative to this Agreement), 5.7 (Transfer of Assets of Qualified Decommissioning Fund) and 6.7 (Brokerage Fees and Commissions) hereof shall survive the Closing indefinitely. Each Party shall be entitled to rely upon the representations and warranties of the other Party set forth herein, notwithstanding any investigation or audit conducted prior to or following the Closing or the decision of any Party to complete the Closing.
Survival of Representations, Warranties, Covenants and Obligations. The representations and warranties contained in this Agreement shall survive the Closing until the first (1st) anniversary thereof; provided, however, that (i) the representations and warranties set forth in Section 3.01 (Authority), Section 3.05 (Ownership of Shares and Options) and Section 4.02 (Capital Stock of Gentek Holdings, Gentek U.S. and Gentek Canada) shall survive indefinitely, (ii) the representations and warranties set forth in Section 4.10 (Environmental Matters) shall survive the Closing until the third (3rd) anniversary thereof, and (iii) the representations and warranties set forth in Section 4.17 (Taxes) shall survive the Closing until sixty (60) calendar days after the expiration of the applicable statute of limitations. The agreements and covenants contained in this Agreement shall survive the Closing in accordance with their respective terms. If written notice of a claim has been given prior to the expiration of the applicable representations, warranties, covenants or obligations then such representations, warranties, covenants or obligations, as the case may be, shall survive as to such claim until the claim has been finally resolved.
Survival of Representations, Warranties, Covenants and Obligations. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith and all agreements, covenants and obligations set forth in Sections 1.04, 1.06(f), 1.08, 1.09, 2.05, 12.05, 13.05, 13.16 and 13.17 shall survive the execution and delivery hereof and thereof, notwithstanding any investigation made by any Agent or any Participating Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at any time, and such representations, warranties, agreements, covenants and obligations shall continue in full force and effect as long as any Obligation shall remain unpaid or unsatisfied.
Survival of Representations, Warranties, Covenants and Obligations. The representations, warranties, covenants and obligations in this Agreement shall survive the Closing Date. A claim for indemnification relating to the representations and warranties in this Agreement may be made at any time prior to the first anniversary of the Closing (the “Survival Termination Date”); provided that (i) a claim relating to Section 2.6(a) may be made at any time until eighteen months following the Closing Date and (ii) a claim relating to Sections 2.1, 2.2, 2.3, 2.8, 3.1, 3.2, 3.3(a), 3.3(b), 3.3(d), 3.8 and 3.9 (the “Fundamental Representations”) or to any agreements or covenants to be performed following the Closing may be made at any time.
Survival of Representations, Warranties, Covenants and Obligations. Except as otherwise provided in this Agreement, all representations, warranties, covenants, indemnities, or other obligations of both parties set forth in this Agreement shall not be merged into the deed to Buyer or into any other document relating to the transaction contemplated by this Agreement, but shall survive the Closing for thirty (30) months from the Closing Date and thereafter terminate upon the expiration of such period, except the matters in Paragraph 6.12 (environmental) and its subparagraphs shall not be limited as to time and shall survive the Closing indefinitely.
