Survival; Investigation. The representations and warranties of Seller contained in this Agreement shall survive any investigation by Buyer and shall not terminate until the third (3rd) anniversary of the Closing (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under Sections 11.1 and 11.2 shall survive the Survival Date if written notice, given in good faith, of the specific breach thereof is given to Seller prior to the Survival Date, whether or not liability has actually been incurred.
Survival; Investigation. The representations and warranties of the Company contained in this Agreement shall survive any investigation by any Purchaser and shall not terminate until the first (1st) anniversary of the Closing (the “Survival Date”) at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under Sections 5.1 and 5.2 shall survive the Survival Date if written notice, given in good faith, of the specific breach thereof is given to the Company prior to the Survival Date, whether or not liability has actually been incurred.
Survival; Investigation. 10.1.1 The representations and warranties of the Parties contained in this Agreement will survive the Closing for a period of eighteen (18) months after the Effective Date, except that: (i) the representations and warranties of the Company contained in Section 4.19 (Tax Matters), Section 4.20 (Environmental Matters) and Section 4.23 (Employee Benefit Matters) will survive the Effective Date until ninety (90) days after the expiration of the statute of limitations applicable to the matters covered thereby (giving effect to any waiver, mitigation or extension thereof); and (ii) the representations and warranties of the Parties contained in Section 4.4 (Capitalization), Section 4.27 (Insolvency), Section 4.28 (No Broker), Section 5.1 (Authorization), Section 5.2 (Ownership of the Shares), Section 5.3 (Insolvency), Section 6.2 (Authorization) and Section 6.20 (No Broker) will survive the Closing indefinitely or until the latest date permitted by Applicable Law.
Survival; Investigation. The representations and warranties of the ----------------------- parties contained in Sections 2.1 and 3.1 of this Agreement and WinCup's indemnification obligations under Section 6.1(a)(iii) shall survive any investigation by any party and shall not terminate until eighteen (18) months after the Closing Date. With respect to any claim asserted by the Partnership with respect to the liabilities retained by WinCup pursuant to Section 1.3(f), the right of indemnification provided for in Section 6.1(a)(iv) shall survive for a period of five (5) years from the Closing Date. Notwithstanding the provisions of the preceding sentences, any representation or warranty in respect of which indemnification may be sought under Section 6.l(a)(i) or 6.1(b)(i) and any claim in respect of which indemnification may be sought pursuant to Section 6.1(a)(iii) or 6.1(a)(iv) shall survive the applicable termination date set forth in the preceding sentences if written notice, given in good faith, of a specific breach thereof is given to the indemnifying party on or before such termination date, whether or not liability has actually been incurred.
Survival; Investigation. The representations and warranties of Seller, the Management Members, Hooker and Buyer contained in this Agreement shall survive any investigation by Seller or Hooker and shall not terminate until the third anniversary of the Closing Date (as further modified in clauses (a), (b), (c) and (d) of this Section 10.4, in each case, the “Survival Date”), except that (a) the representations and warranties of Seller and the Management Members made in Sections 4.1, 4.2, 4.3(a), 4.13 and 4.30 shall survive forever, notwithstanding the applicable statute of limitations; (b) the representations and warranties of Seller and the Management Members made in Sections 4.5, 4.12, 4.22, 4.24, 4.27, 4.28 and 4.29 shall survive until 90 days after the expiration of the applicable statute of limitations, at which time they shall lapse; (c) the representations and warranties of Seller and the Management Members made in Section 4.7 shall not terminate until the fourth anniversary of the Closing Date; and (d) the representations and warranties of Hooker and Buyer made in Sections 5.1, 5.2, 5.3(a) and 5.6 shall survive forever, notwithstanding the applicable statute of limitations. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under Sections 10.1(a) or 10.2(a) shall survive the Survival Date if written notice, given in good faith, of the specific breach thereof is given to the other party prior to the Survival Date, whether or not liability has actually been incurred. All indemnification payments under this Article X shall be deemed to be adjustments to the Purchase Price.
Survival; Investigation. The obligations of Seller contained in this Article shall not terminate until the second anniversary of the entering into force of the Agreement at which time, they shall lapse, without prejudice to the indemnification regime under the Escrow Account set out by Article 2.3 of the Framework Agreement.
Survival; Investigation. The representations and warranties of the parties contained in this Agreement shall survive any investigation by any party and shall not terminate until the third anniversary of the Closing Date (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, (i) any representation or warranty in respect of which indemnification may be sought under Sections 12.1(i) or 12.2(i) shall survive the Survival Date if written notice, given in good faith, of the specific breach thereof is given to the Indemnifying Party prior to the Survival Date, whether or not liability has actually been incurred and (ii) any claim for which indemnification can be sought under Sections 12.1(vi) and (ix) shall survive indefinitely, notwithstanding any applicable statute of limitations.
Survival; Investigation. The representations and warranties of either party contained in this Agreement shall survive any investigation by the other party and shall not terminate until the second anniversary of the Closing (the "Survival Date") at which time they shall lapse. Notwithstanding the provisions of the preceding sentence, any representation or warranty in respect of which indemnification may be sought under this Article shall survive the Survival Date if written notice, given in good faith, of a specific breach thereof is given to the other party prior to the Survival Date, whether or not liability has actually been incurred.
Survival; Investigation. All representations, warranties, covenants, and obligations in this Agreement, all schedules hereto and any certificates or other document delivered pursuant to this Agreement shall survive the Closing and the consummation of the Contemplated Transactions, subject to the limitations hereby, subject to Sections 9.4(a) and 9.4(d). The right to indemnification, reimbursement, or other remedy based upon such representations, warranties, covenants, and obligations shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any knowledge acquired (or capable of acquisition) about, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement, or other remedy based upon such representations, warranties, covenants, and obligations.
Survival; Investigation. 83 ARTICLE XII TERMINATION, AMENDMENT AND WAIVER
