Survival of Representations, Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants contained herein shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby.
Survival of Representations, Warranties, Agreements and Covenants. (a) The representations and warranties in this Agreement or in any other instrument delivered pursuant to this Agreement shall not survive the Closing.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties, covenants and agreements of the Company, Parent and Merger Sub contained in this Agreement shall terminate at the Effective Time, except that the covenants and agreements that by their terms survive the Effective Time (including the covenants and agreements in Section 6.13) shall survive the Effective Time in accordance with their respective terms.
Survival of Representations, Warranties, Agreements and Covenants. All representations and warranties of the Company, Parent and Merger Sub contained in this Agreement shall survive the consummation of the Merger and continue in full force and effect until the Escrow Termination Date, after which time such representations and warranties shall terminate; provided that the representations and warranties contained in Sections 2.1(a) and (b) (Organization), Section 2.2 (Capital Structure), Section 2.3 (Authority), Section 2.7 (Tax Matters), Section 2.11 (Brokers’ and Finders’ Fees) and Section 2.22 (Transactions with Affiliates) (together with Section 2.23, the “Fundamental Representations”) shall survive until the sixth anniversary of the Closing (the “Fundamental Termination Date”) and Section 2.23 (Rusnano Transactions) shall survive the Closing indefinitely. All covenants and agreements of Parent, the Company, the Surviving Corporation and Merger Sub contained in this Agreement shall survive the consummation of the Merger and continue until expiration of the applicable statute of limitations, unless otherwise explicitly set forth to the contrary herein. Notwithstanding the foregoing, in the event there is a claim hereunder with respect to a given representation, warranty, covenant or agreement that is properly and timely initiated prior to the applicable termination date, such representation, warranty, covenant or agreement shall survive until such claim is finally resolved pursuant to the terms hereof. It is the express intent of the parties that, if the survival periods specified in this Section 7.1 applicable to the representations and warranties of the Company in this Agreement is shorter or longer than the statute of limitations that would otherwise apply to such matters, then, by contract, the applicable statute of limitations shall be reduced or lengthened, as applicable, to such survival period such that the statute of limitations expires on (i) the Escrow Termination Date with respect to all representations and warranties of the Company other than the Fundamental Representations or (ii) the Fundamental Termination Date with respect to the Fundamental Representations other than the Fundamental Representations in Section 2.23.
Survival of Representations, Warranties, Agreements and Covenants. (a) Each and every representation and warranty made by the Parent or the Sellers in this Agreement or in any exhibits, schedules, instruments of transfer or other documents delivered pursuant thereto or in connection therewith shall be effective regardless of any investigation that may have been or may be made at any time by or on behalf of the party to whom such representation or warranty is made and shall survive the Closing, but except as otherwise provided in this Section 12.1, shall terminate on the date that is twenty-four (24) months after the Closing Date, and thereafter shall be of no further force or effect.
Survival of Representations, Warranties, Agreements and Covenants. (a) Each and every representation and warranty made by CPU, Seller, PPE or EWSI in this Agreement or in any exhibits, schedules, instruments of transfer or other documents delivered pursuant thereto or in connection therewith shall be effective regardless of any investigation that may have been or may be made at any time by or on behalf of the party to whom such representation or warranty is made and shall survive the Closing, but except as otherwise provided in this Section 12.1, shall terminate on the second anniversary of the Closing Date.
Survival of Representations, Warranties, Agreements and Covenants. A. All representations, warranties, agreements and covenants made by any party hereto in this Agreement shall survive the Closing of the transactions hereunder.
Survival of Representations, Warranties, Agreements and Covenants. The representations and warranties of Company and Buyer set forth herein shall survive for a period of 18 months after the Merger Date but each and every covenant and agreement of each Party shall survive until performed or required to be performed. All representations and warranties of each Party set forth in this Agreement shall be deemed to have been made again by such Party at and as of the Merger Date.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties and covenants contained herein shall survive the Closing Date for a period of (and claims based upon or arising out of such representations, warranties, covenants and agreements may be asserted at any time before the date which shall be) three (3) years after the Closing Date; provided that the representations, warranties and covenants set forth in Section 3.19 shall survive until thirty (30) days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof). No investigation or waiver made by any of the parties hereto shall in any way limit the representations and warranties of the parties. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received on a timely basis by the other party prior to the expiration of the applicable survival period provided herein.
Survival of Representations, Warranties, Agreements and Covenants. All representations, warranties, agreements and covenants of the Authority are made as of the Closing Date and shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriter or the Authority and shall survive the Closing Date. The obligations of the Authority under Section 10 hereof shall survive any termination of this Purchase Agreement by the Underwriter pursuant to the terms hereof.
