Survival of Representations and Warranties of Seller Sample Clauses

Survival of Representations and Warranties of Seller. All representations and warranties made by the Seller in this Agreement or any Closing Document shall survive the Closing as follows:
AutoNDA by SimpleDocs
Survival of Representations and Warranties of Seller. (i) The Special Representations and indemnifications with respect to their breach shall survive until three months after the expiration of the applicable statute of limitations (including extensions) applicable to Purchaser and/or the Purchaser Indemnified Parties potentially incurring Damages arising from, or relating to, any circumstances giving rise to any breach thereof.
Survival of Representations and Warranties of Seller. Notwithstanding any right of Buyer to investigate the affairs of Seller and GBGC and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or right of investigation, Buyer has the right to rely fully upon the representations, warranties, covenants and agreement of Seller contained in this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the consummation of the transactions contemplated hereby for 18 months after the Closing Date, except the representations warranties, covenants and agreements set forth in Sections 4.4, the first sentence of 4.9(a), the second sentence of 4.10(a), 4.16, 4.19 (as to pending actions, suits, labor disputes or arbitrations, legal or administrative proceedings or investigations only) and 4.27, which shall survive indefinitely, Sections 4.23 and 4.24 which shall survive for the applicable statute of limitation and Section 5.14, which shall survive for five (5) years. All representations, warranties, covenants and agreements made herein by Buyer shall survive the execution and delivery hereof and the consummation of the transactions contemplated hereby for two years.
Survival of Representations and Warranties of Seller. Notwithstanding any right of the Buyer fully to investigate the affairs of the Seller and notwithstanding any knowledge of facts determined or determinable by the Buyer pursuant to such investigation or right of investigation, the Buyer has the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreement or in any document delivered to the Buyer by the Seller or any of their representatives in connection with the transactions contemplated by this Agreement. All such representations and warranties shall survive the execution and delivery hereof and the Closing hereunder, and shall thereafter terminate and expire with respect to any theretofore unasserted (1) General Claim or Publisher's Liability Claim (as herein defined), on that date being exactly three (3) months from the execution of this Agreement, and (2) any Tax Claim when the liability to which such Tax Claim may relate is barred by all applicable statutes of limitations. As used in this Agreement, the following terms have the following meanings:
Survival of Representations and Warranties of Seller. The representations and warranties provided in Section 17.1 shall survive the close of Escrow and delivery of the Grant Deed and shall not be affected by an investigation, verification, or approval by either Party or by anyone on behalf of either Party.
Survival of Representations and Warranties of Seller. The representations and warranties made by Seller and Purchaser in this Agreement and any document, schedule, exhibit (other than the Hollywood Lease and the Olive Lease) or other instrument relating hereto shall survive the Closing Date for a period of two years, except that (a) with respect to taxation matters, such period shall be the longer of (i) two years and (ii) the applicable statute of limitations and (b)with respect to representations and warranties made in the Hollywood Lease or the Olive Lease, such period shall be the term of such lease. Notwithstanding anything contained in this Agreement, including, without limitation, this Section 10.1, any claims with respect to representations and warranties made in this Agreement or in any document or other instrument relating hereto shall survive and continue following the expiration of the survival periods stated above (i) if such claim is submitted in writing to the Indemnifying Party (as defined below) prior to the end of the survival periods stated in this Section 10.1 and identified as a claim for indemnification pursuant to this Agreement or (ii) if such claim is based upon fraud or willful breach or misrepresentation by Seller. In either event, such claims shall survive indefinitely. 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.
Survival of Representations and Warranties of Seller. All representations and warranties of Seller set forth in this Agreement or in any document to be executed by Seller and delivered to Buyer at the Closing, including the indemnities to the extent that they relate thereto, shall survive Closing for a period of eighteen (18) months after the Closing Date only, except as to specific existing matters as to which written notice has been given in accordance with Section 6.10 of this Agreement. Buyer's sole and exclusive remedy with regard to the representations and warranties of Seller shall be to pursue the Seller Indemnity as expressly set forth and limited in Section 6.10. All representations and warranties of Seller set forth in this Agreement shall be remade by the Seller as of the Closing Date per the Seller's Certificate of Reaffirmation of Representations and Warranties, all in the form attached hereto as Exhibit "K".
AutoNDA by SimpleDocs
Survival of Representations and Warranties of Seller. The representations and warranties made by Seller in Section 7 of this Agreement shall survive the Closing for a period of one (1) year.
Survival of Representations and Warranties of Seller. All of the foregoing warranties and representations of Seller set forth in Section 5.1 through Section 5.9 shall be true and correct, in all material respects, at Closing and shall survive the Closing for a period of ninety (90) days after the Closing Date.
Survival of Representations and Warranties of Seller. Purchaser hereby acknowledges and agrees that Seller and each party comprising Seller has made no agreements with or representations or warranties to Purchaser, except for those specifically set forth in this Agreement. The representations and warranties of Seller and each party comprising Seller specifically set forth in this Agreement or in any document delivered or to be delivered pursuant hereto shall survive the closing of the transactions contemplated hereby for a period of one (1) year after the date of closing and shall thereafter immediately and automatically expire, except for the representation of both parties set forth in Paragraph 15 hereof which shall survive the closing of the transactions contemplated hereby and shall not expire.
Time is Money Join Law Insider Premium to draft better contracts faster.