Survival of Representations and Warranties and Related Agreements Sample Clauses

Survival of Representations and Warranties and Related Agreements. All of the terms, conditions, warranties, representations, covenants, indemnities and agreements contained in or made pursuant to this Agreement shall survive the Closing and the indemnity provisions of Sections 5.7 shall be valid and effective for a period of one (1) year after the Effective Time, notwithstanding any investigation made by or knowledge of any of the Parties to this Agreement or any of their respective successors or assigns. All covenants of the Parties that are to be performed after Closing shall continue and expire in accordance with their respective terms. If at the end of any of such period or term, a claim has been asserted hereunder and still is pending or unresolved, such period or term shall continue to survive until the claim finally is terminated or otherwise resolved.
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Survival of Representations and Warranties and Related Agreements. The representations and warranties contained in Articles 2 and 3 of this Agreement and all covenants, agreements and obligations to be performed hereunder shall survive the execution and delivery of this Agreement.
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Survival of Representations and Warranties and Related Agreements. Subject to Section 18.5, all of the terms, covenants, representations and warranties and agreements contained in or made pursuant to this Agreement shall survive the Closing Date and the investigation by or on behalf of Buyer. All statements contained herein or in any certificate, schedule, list or exhibit attached hereto or required to be delivered pursuant hereto shall be deemed representations and warranties within the meaning of this Section 16.
Sample 1
Survival of Representations and Warranties and Related Agreements. All of the terms, conditions, warranties, representations, covenants, indemnities and agreements contained in or made pursuant to this Agreement shall survive the Closing as set forth below, notwithstanding any investigation made by or knowledge of any of the parties to this Agreement or any of their respective successors or assigns. Except as otherwise provided herein, the representations and warranties to the extent not otherwise stated in this Agreement, shall survive the Closing for a period of three (3) years after the Closing Date, provided however that: (i) claims with respect to fraud and breaches of Core Representations shall survive indefinitely; and (ii) in the case of claims relating to litigation, such claims may be brought until the date that the applicable statute of limitations has ended, after giving effect to all tolling periods or extensions to such applicable statutes of limitations available at, or imposed by, law or equity. All representations and warranties shall be binding upon the parties to this Agreement, their successors and assigns. All covenants of the parties that are to be performed after Closing shall continue and expire in accordance with their respective terms. If at the end of any of such period or term, a claim has been asserted hereunder and still is pending or unresolved, such period or term shall continue to survive until the claim finally is terminated or otherwise resolved.
Sample 1
Survival of Representations and Warranties and Related Agreements. Except as otherwise specifically provided, all of the covenants, representations and warranties and agreements contained in or made pursuant to this Agreement shall survive the Closing Date and the investigation by or on behalf of Buyer for the periods set forth in this Agreement. All statements contained herein or in any certificate, schedule, list or exhibit attached hereto or required to be delivered pursuant hereto shall be deemed representations and warranties within the meaning of this Section 17. The representations, warranties, covenants and agreements set forth in Sections 5.1 through 5.5 and Sections 6.9, 6.11, 6.26 and 6.27 shall survive the Closing until the expiration of all applicable federal, state, local and foreign statutory periods of limitations (after giving effect to any waiver, mitigation or extension of any such statutory periods of limitations or any agreements made in connection with the imposition, assessment, evaluation, audit or review of any federal, state, local or foreign Taxes or Tax returns with respect to the Company or any of its income, properties, franchises or operations). All other representations, warranties, covenants and agreements of Sellers and the Company shall survive the Closing for a period of eighteen (18) months. All representations, warranties, covenants and agreements of Buyer shall survive the Closing for a period of eighteen (18) months. Sellers’ liability under Section 19.1 shall terminate on that date which is eighteen (18) months after the Closing Date for Losses resulting from any breach of the representations or warranties under Section 6 (other than 6.9, 6.11, 6.26 and 6.27), but shall not terminate for other Losses until the expiration of all applicable federal, state, local and foreign statutory periods of limitations (after giving effect to any waiver, mitigation or extension of any such statutory periods of limitations or any agreements made in connection with the imposition, assessment, evaluation, audit or review of any federal, state, local or foreign Taxes or Tax returns with respect to the Company or any of its income, properties, franchises or operations). Buyer’s liability under Section 19.2 shall terminate on that date which is eighteen (18) months after the Closing Date. Notwithstanding the preceding provisions, any representation, warranty, covenant or agreement with respect to which Buyer or the Company may exercise its right to seek recourse against the Holdback under this Agreemen...
Sample 1
Survival of Representations and Warranties and Related Agreements. All of the terms, conditions, warranties, representations, covenants, indemnities and agreements contained in or made pursuant to this Agreement shall survive the Closing as set forth below, notwithstanding any investigation made by or knowledge of any of the Parties to this Agreement or any of their respective successors or assigns. Except as otherwise provided herein, the representations, warranties and continuing covenants to the extent not otherwise stated in this Agreement, shall survive the Closing for a period of three (3) years after the Closing Date of this Agreement, provided however that: (i) as to intentional misrepresentations or intentional breaches of this Agreement, such claims may be brought for a period of five (5) years from the date of actual discovery by the non-breaching party of each such intentional misrepresentation or breach; and (ii) in the case of claims relating to (w) Taxes, (x) fraud, (y) litigation, and (z) any Environmental Law, such claims may be brought until the date that the applicable statute of limitations has ended, after giving effect to all tolling periods or extensions to such applicable statutes of limitations available at, or imposed by, law or equity. All covenants of the Parties that are to be performed after Closing shall continue and expire in accordance with their respective terms. If at the end of any of such period or term, a claim has been asserted hereunder and still is pending or unresolved, such period or term shall continue to survive until the claim finally is terminated or otherwise resolved.
Sample 1
Survival of Representations and Warranties and Related Agreements. All of the terms, covenants, representations and warranties and agreements contained in or made pursuant to the Transaction Documents shall terminate upon the Closing Date hereunder.
Sample 1
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Survival of Representations and Warranties and Related Agreements. The representations and warranties contained in Articles II and III of this Agreement shall survive the Closing hereunder and shall continue in effect notwithstanding any investigation by or on behalf of the Buyer or the Seller until two (2) years following the Closing Date (the "Cutoff Date"), except that (a) the representations and warranties set forth in Sections 2.6 (taxes), 2.10(d) and (e) (title) and 2.19 (environmental) shall be unlimited as to duration, and (b) any representation or warranty which would otherwise terminate after the Cutoff Date shall survive until the final adjudication or settlement of any such matter if notice of any inaccuracy or breach thereof, including a reasonably detailed description of such alleged inaccuracy or breach, shall have been given in writing to Seller or Buyer, as the case may be, on or prior to the Cutoff Date.
Sample 1

Related to Survival of Representations and Warranties and Related Agreements

  • Survival of Representations and Warranties 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 shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

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