Survival of Representations and Warranties of the Seller. Notwithstanding any right of the Buyer fully to investigate the affairs of the Seller and the Business and the Assets and notwithstanding any knowledge of facts determined or determinable by the Buyer pursuant to such investigation or right of investigation, the Buyer shall have the right to rely fully upon the representations, warranties, covenants and agreements of the Seller contained in this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder, except that:
Survival of Representations and Warranties of the Seller. All representations, warranties, agreements, covenants and obligations made or undertaken by the Seller in this Agreement or in any document or instrument executed and delivered pursuant hereto are material, have been relied upon by Purchaser and Keebler, shall survive the Closing hereunder, and shall not merge in the performance of any obligation by any party hereto.
Survival of Representations and Warranties of the Seller. Notwithstanding any right of the Buyer to investigate fully the affairs of the Seller and the Subsidiaries 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 documents delivered pursuant to this Agreement. All representations and warranties of the Seller contained in this Agreement shall terminate on the Closing Date.
Survival of Representations and Warranties of the Seller. Each Seller agrees and acknowledges that (a) the representations and warranties set forth in paragraph (j) shall survive indefinitely and (b) all other representations and warranties set forth in this section shall survive for a period of one-year following the Closing.
Survival of Representations and Warranties of the Seller. (i) The Seller Special Representations and indemnifications with respect to their breach shall survive until 60 days after the expiration of the applicable statute of limitations; provided that the representations and warranties in Section 3.20 shall survive until the expiration of 5 years after the Closing.
Survival of Representations and Warranties of the Seller. The representations and warranties of the Seller contained in this Agreement and any Ancillary Documents shall survive the Closing until eighteen (18) months following the Closing Date and, notwithstanding such Closing nor any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser during such period, except that:
Survival of Representations and Warranties of the Seller. The representations and warranties of the Seller contained in this Agreement and any agreement, instrument, certificate or other document executed and delivered pursuant hereto shall survive the closing of the transactions contemplated hereby and, notwithstanding such closing and any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser until: the expiration of the statute of limitations for claims relating to environmental, tax intellectual property or product liability matters occurring prior to the Closing Date and until the fifth anniversary of the Closing Date for all other matters; provided, however, that a claim for any breach by the Seller of any representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.
Survival of Representations and Warranties of the Seller. All representations, warranties, covenants and agreements of the Seller shall survive the execution and delivery hereof and the Closing hereunder. Except for those representations and warranties in (x) Sections 4.1 (Due Incorporation and Qualification), 4.7 (Authority), 4.12(a) (Title to Assets), 4.13 (Liabilities) and 4.19 (no Broker) (all of which representations and warranties shall survive without limitation) and (y) in Sections 4.5 (Taxes) and 4.15 (Environmental) (all of which shall survive for the applicable statute of limitations), all representations and warranties of the Seller shall terminate and expire with respect to any theretofore unasserted claim, on the eighteen month anniversary of the Closing Date.
Survival of Representations and Warranties of the Seller. Subject to Articles 10 and 14, the representations and warranties of the Seller contained in this Agreement shall survive the Closing and shall continue in full force and effect.
Survival of Representations and Warranties of the Seller. Notwithstanding any right of the Buyer fully to investigate the affairs of the Company and 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 and warranties of each of the Seller and the Company contained in this Agreement. All representations and warranties of the parties hereto contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except for the representations and warranties made in Sections 3.1, 3.2, 4.1, 4.2, 4.3 and 4.11 which shall survive without limit, (a) with respect to any General Claim (as defined below), or ERISA Claim, shall terminate on Xxxxx 00, 0000, (x) with respect to any Tax Claim, shall terminate on the later of (i) sixty (60) days following the date upon which the liability to which any such Tax Claim may relate is barred by all applicable statutes of limitation (including any extension or waiver of such periods) and (ii) sixty (60) days following the date upon which any claim for refund or credit related to such Tax Claim is barred by all applicable statutes of limitations (including any extension or waiver of such periods), (c) unless, in the case of clauses (a), (b) and (c) above, the party asserting such claim shall have given notice on or prior to such date, to the party against which such claim is asserted.
