2Survival. Notwithstanding the termination of this Agreement, each party shall remain bound by the provisions of this Agreement which by their terms impose obligations upon that party that extend beyond the termination of this Agreement.
2Survival. The representations and warranties made by Novartis contained in this Agreement shall survive the Closing until the first anniversary of the Closing Date. All rights to claim Losses for any breach of any representation or warranty or agreements shall terminate and expire on, and no action or proceedings seeking damages or other relief for breach of any representation or warranty, or obligation or for misrepresentation or inaccuracy shall be commenced after, the first anniversary of the Closing Date, unless prior thereto there shall have been made with reasonable specificity a written notice describing such claim. CMS: to be commented later.
2Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.
2Survival. Except as set forth below in this Section 12.2, none of the representations and warranties contained in this Agreement or in any other agreement, certificate or other document executed in connection herewith shall survive the Closing and all such representations and warranties, including any claim arising from or related thereto, shall terminate automatically upon the Closing; provided, that such termination shall not release any Person from liability for Fraud. Except for in the case of Fraud, the sole and exclusive remedy of Purchaser in respect of any and all rights and claims for any breach of representation or warranty is the right to terminate this Agreement prior to the Closing pursuant to Article XI and not consummate the Transactions. The covenants and agreements contained in this Agreement and to be performed or complied with at or prior to the Closing shall not survive the Closing and no party shall have any liability with respect thereto from and after the Closing. Subject to Section 8.9 with respect to the Tax matters described in Article VIII, the covenants and agreements contained in this Agreement and to be performed or complied with after the Closing shall survive the Closing in accordance with their respective terms. Notwithstanding anything herein to the contrary, nothing in this Section 12.2 shall be construed to affect or limit the ability of Purchaser or its Affiliates (including the Acquired Companies) to recover under the R&W Insurance Policy.
2Survival. All agreements, representations and warranties made in this Amendment or in any documents delivered pursuant to this Amendment shall survive the execution of this Amendment and the delivery of any such document.
2Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Esenjay and the closing of the transactions contemplated hereby.
2Survival. All representations, warranties and covenants made herein and in any other Transaction Document or any certificate or other written documentation delivered pursuant thereto shall survive the Closing and shall continue in full force and effect, and any Party shall be entitled to recover any losses related thereto until the termination of this Agreement pursuant to Section 7.1 hereof.
2Survival. All representations, warranties, covenants and agreements made by the parties each to the other in this Agreement or pursuant hereto in any certificate, instrument or document shall survive the consummation of the transactions contemplated by this Agreement, and may be fully and completely relied upon by Buyer and by Sellers and Shareholders, as the case may be, notwithstanding any investigation heretofore or hereafter made by such party or on behalf of any of them, and shall not be deemed merged into any instruments or agreements delivered at Closing.
2Survival. Termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such termination, nor affect in any way the survival of any other right, duty or obligation of the Parties which is expressly stated elsewhere in this Agreement to survive such termination. Without limiting the foregoing and except as expressly set forth otherwise in this Agreement, Articles 1, 8 (for the period set forth therein), 11, 13, and 14 and Sections 4.2.1, 6.1-6.3 (for payments accrued but not yet paid prior to the effective date of termination), 6.4 (for the period set forth therein), and 7.1 shall survive the expiration or termination of this Agreement. Except as otherwise expressly provided herein (including in this Article 11), all other rights and obligations of the Parties under this Agreement shall terminate upon termination or expiration of this Agreement.
2Survival. The obligations and liabilities of Borrower under this Article 13 shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instrument.
