Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.
Survival of Representations, Warranties. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement. All representations and warranties shall be effective regardless of any investigation made or which could have been made.
Survival of Representations, Warranties. The representations of each of the Company, the Shareholders, CCC and Newco will survive the Closing until, and will expire upon, the termination of the indemnification obligations as provided in Section 10.3(e).
Survival of Representations, Warranties. All relevant terms of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law.
Survival of Representations, Warranties. Indemnification and Other ------------------------------------------------------------------ Agreements. ----------
Survival of Representations, Warranties. Notwithstanding the termination of this Agree- ment, the representations and warranties of each of the Parties with respect to confidentiality matters under Section 9 and the indemnity provisions under Section 10 hereof shall survive the termination of this Agreement.
Survival of Representations, Warranties. The representations and warranties contained in this Agreement shall survive the closing of the transactions contemplated herein.
Survival of Representations, Warranties. Covenants and ---------------------------------------- ------------- Indemnification. The representations and warranties made in Sections 5 and 6 --------------- of this Agreement other than those in Sections 5.10, 5.14, 5.19, 5.20, 5.21 and 5.25 will survive the Closing and will expire upon the second anniversary of the Closing Date, except as to any matter as to which a reasonably specific good faith claim has been submitted in writing to the Buyer or the Sellers, as applicable, prior to such date. All representations and warranties contained in Sections 5.10, 5.14, 5.19, 5.20, 5.21 and 5.25 will survive until the expiration of the applicable statute of limitations period (including extensions thereof) for any claim in respect of matters covered by Sections 5.10, 5.14, 5.19, 5.20, 5.21 and 5.25
Survival of Representations, Warranties. Subject to Section 9 hereof, all of the representations, warranties, indemnities and agreements of or by the Parties to this Agreement shall survive the Closing of this transaction as provided herein and shall not merge into the conveyancing documents.
Survival of Representations, Warranties. Each of the representations and warranties made by the Sellers and the Purchaser in this Agreement and in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Closing for a period terminating on the later of (a) the date that is twelve (12) months after the Closing Date, and (b) with respect to actions brought pursuant to this ARTICLE VII before the expiration of the survival period of the applicable representation or warranty, on the date such claim is finally liquidated or otherwise resolved; provided, however, that (i) the representations and warranties in Section 2.16 (Tax Matters), Section 2.17 (Intellectual Property), Section 2.23 (Labor Matters), Section 2.24 (Employee Benefits) and Section 2.26 (Environmental Matters) (the “SOL Representations” and, together with the Fundamental Representations, the “Excluded Representations”), shall survive for a period terminating sixty (60) days after the expiration of the applicable statute of limitations period (including any duly effectuated extensions and duly granted waivers), and (ii) the Fundamental Representations shall survive until three (3) years after the last ending applicable statute of limitation period for the SOL Representations as in effect as of the date hereof. The covenants and agreements of the Sellers and the Purchaser in this Agreement and in any schedule, instrument or other document delivered pursuant to this Agreement shall survive in accordance with their respective terms. For the avoidance of doubt, it is the express intent of the Parties (i) that the representations and warranties made by them herein and in any schedule, instrument or other document delivered pursuant hereto survive until the termination of their respective survival periods provided in this Section 7.1, (ii) that the representations and warranties made by them herein and in any schedule, instrument or other document delivered pursuant hereto shall forever terminate at the end of such their respective survival periods for all purposes, and (iii) that any action based on a breach of a representation and/or warranty made herein and in any schedule, instrument or other document delivered pursuant hereto must be brought before the termination of the relevant survival period or forever be barred.
