Survival of Representations and Warranties; Reliance. All ---------------------------------------------------- representations and warranties contained in this Agreement and the indemnification provisions hereof shall survive the execution and delivery of this Agreement and the making of the Loan and shall be considered to have been relied upon by the Lender regardless of any investigation made by or on behalf of it.
Survival of Representations and Warranties; Reliance. (a) All representations and warranties contained herein or made pursuant hereto shall survive the Closing hereunder until the earlier of (i) eighteen months following the Effective Time, or (ii) three months following Merger Sub’s receipt of audited financial statements for the fiscal year ending December 31, 2007; except that the representations and warranties in Section 2.2 (Due Authorization) and Section 2.4 (Capitalization; No Subsidiaries) shall survive without limit, and those in Sections 2.14 (Employee Benefits), 2.16 (Environmental Laws), and 2.17 (Taxes), and all covenants in this Agreement, shall survive the Closing until the expiration of the applicable statute of limitations. The expiration of any representation and warranty shall not affect any claim for indemnification made prior to the date of such expiration. All covenants and agreements that by their terms are to be performed after the Closing shall expire upon the completion of performance or waiver thereof.
Survival of Representations and Warranties; Reliance. (a) All representations and warranties contained herein or made pursuant hereto by Seller shall survive the Closing hereunder until the third anniversary of the Closing, except that the representations and warranties (i) in Section 2.4 (Capitalization; No Subsidiaries) and 2.5 (Title to Dirkx Xxxres)shall survive without limit, (ii) in Section 2.18 (Taxes) shall survive the Closing until the expiration of the applicable statute of limitations and (iii) in Section 2.17 (Environmental Laws) shall survive until the expiration of the applicable statutes of limitations during which claims may be brought against Purchaser or Company. The expiration of any representation and warranty shall not affect any claim for indemnification made prior to the date of such expiration and shall not affect Seller's obligations under Section 7.3(b). The representations and warranties of Purchaser shall survive the Closing until expiration of the applicable statute of limitations.
Survival of Representations and Warranties; Reliance. (a) All representations and warranties contained herein or made pursuant hereto shall survive the Closing hereunder until January 16, 1998, or, if such date is earlier, the date on which Purchaser receives an audit report on Company financial statements covering a full twelve-month period after the Closing, except that the representations and warranties in Sections 2.4 (Capitalization; No Subsidiaries), 2.14 (Employee Benefits) and 2.17 (Taxes) shall survive the Closing until the expiration of the applicable statute of limitations. The expiration of any representation and warranty shall not affect any claim for indemnification made prior to the date of such expiration.
Survival of Representations and Warranties; Reliance. (a) All representations and warranties contained herein or made pursuant hereto shall survive the Closing hereunder until the second anniversary thereof, except that the representations and warranties in Section 2.2 (Authorization) shall never expire and that the representations and warranties in Section 2.12 (Proprietary Information and Rights), Section 2.13 (Employee Benefits), Section 2.15 (Environmental Laws) and Section 2.16 (Taxes) shall survive the Closing until the expiration of the applicable statute of limitations; provided however, that the representations and warranties in Section 2.12 (Proprietary Information and Rights) applicable to patents and patent applications shall survive the Closing until the expiration of the life of such patent or the life of any patent issued on such patent application. The expiration of any representation and warranty shall not affect any claim for indemnification made prior to the date of such expiration.
Survival of Representations and Warranties; Reliance. All representations and warranties contained in this Third Amendment shall survive the execution and delivery of this Third Amendment and the making of the Loan and shall be considered to have been relied upon by the Lender regardless of any investigation made by or on behalf of it.
Survival of Representations and Warranties; Reliance. All representations and warranties contained in this Agreement and the indemnification provisions hereof shall survive the execution and delivery of this Agreement and, the making of the Loans and shall be considered to have been relied upon by Lender regardless of any investigation made by or on behalf of it. All representations and warranties, and covenants contained in this Agreement and the indemnification provisions shall terminate on the Facility Termination Date, except as expressly provided in Section 6.1 of this Agreement; provided however, all representations, warranties, obligations, and indemnification of Sponsor pursuant to all guarantees executed by Sponsor, as guarantor, in connection with every Loan made pursuant to this Agreement shall survive the termination of the Agreement and shall terminate only as set forth in such guarantees.
Survival of Representations and Warranties; Reliance. All ---------------------------------------------------- representations and warranties contained in this Agreement and the indemnification provisions hereof shall survive the execution and delivery of this Agreement and the making of the MHP Loan and shall be considered to have been relied upon by the Lender regardless of any investigation made by or on behalf of it.
Survival of Representations and Warranties; Reliance. All ---------------------------------------------------- representations and warranties contained in this Agreement and the indemnification provisions hereof shall survive the execution and delivery of this Agreement and the making of the SC Loan and shall be considered to have been relied upon by the Lender regardless of any investigation made by or on behalf of it.
Survival of Representations and Warranties; Reliance. (a) All representations and warranties contained herein or made pursuant hereto shall survive the Closing hereunder until the second anniversary of the Closing Date, except that the representations and warranties in Sections 2.2 (Authorization) and 2.4 (Capitalization; No Subsidiaries) shall survive indefinitely, and the representations and warranties in Sections 2.16 (Environmental Laws) and 2.17 (Taxes) shall survive the Closing until the expiration of the longer of (i) the applicable statute of limitations or (ii) the period during which either the Companies or the Purchaser have any liabilities or obligations in connection with the subject matter of such representations and warranties. The expiration of any representation and warranty shall not affect any claim for indemnification made prior to the date of such expiration.
