Common use of Survival; Knowledge Clause in Contracts

Survival; Knowledge. (a) All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that: (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) subject to SECTION 10.6, all representations and warranties shall survive and continue until one (1) year from the Closing Date (the "Anniversary Date"), except for (x) those representations and warranties set forth in SCHEDULE 10.5(A) hereto, which shall survive until expiration of the applicable statute of limitations with respect thereto, and (y) representations and warranties for which a claim for indemnification hereunder (an "Indemnification Claim") shall be pending as of such date of termination, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof. (b) The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on 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, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

Survival; Knowledge. (a) All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that: that (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) subject to SECTION 10.6, all representations and warranties shall survive and continue until one two (12) year years from the Closing Date (the "Anniversary Date"), except for (x) those representations and warranties set forth in SCHEDULE 10.5(A) hereto, which shall survive until expiration of the applicable statute of limitations with respect thereto, and (y) representations and warranties for which a claim for indemnification hereunder (an "Indemnification Claim") shall be pending as of such date of terminationthe Anniversary Date, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof. (b) The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on 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, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

Survival; Knowledge. (a) All of the terms and conditions of this Agreement, together with the representations, warranties and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however, that: that (i) the agreements and covenants set forth in this Agreement shall survive and continue until all obligations set forth therein shall have been performed and satisfied; and (ii) subject to SECTION 10.6, all representations and warranties shall survive and continue until one (1) year from the Closing Effective Date (the "Anniversary Date"), except for (x) those representations and warranties set forth in SCHEDULE 10.5(A) hereto, which shall survive until expiration of the applicable statute of limitations with respect thereto, and (y) representations and warranties for which a claim for indemnification hereunder (an "Indemnification Claim") shall be pending as of such date of terminationthe Anniversary Date, in which event such representations and warranties shall survive with respect to such Indemnification Claim until the final disposition thereof. (b) The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Effective Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, or obligation. The waiver of any condition based on 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, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.