Survival of Representations, Warranties and Agreement. All covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Securities being purchased and the payment therefor.
Survival of Representations, Warranties and Agreement. Regardless of any investigation at any time made by or on behalf of a party or of any information any party may have, all representations and warranties shall be unaffected and the parties may rely fully on such representations and warranties. This Agreement shall survive the Operations Date for a period of three years; provided, however, that (i) any indemnification obligation pursuant to Section 9.1(a)(ii) shall survive the Closing indefinitely, (ii) any indemnification obligation pursuant to Section 9.1(b) shall survive the Closing for a period of 25 years, and (iii) any indemnification obligation pursuant to Section 9.1(d) shall survive the Closing for a period of ten years.
Survival of Representations, Warranties and Agreement. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and Purchaser herein and in the certificates for the Shares delivered pursuant hereto shall survive the execution of this Agreement and shall expire as of and be of no further force or effect after the Closing.
Survival of Representations, Warranties and Agreement. Notwithstanding any investigation made by any party to this Agreement, the representations and warranties made by the Company and Purchaser in connection with the First Closing and the Third Closing shall survive the First Closing and Third Closing, respectively, for a period of 18 months (other than the representations and warranties of the Company set forth in Sections 3.1, 3.2, 3.4.1, 3.4.2(iii), 3.5 and 3.6, which shall survive indefinitely or, if applicable, for the period ending 90 days after the expiration of the applicable statute of limitations), and shall thereafter be of no further force or effect, except in the case of fraud in connection with this Agreement. All covenants and agreements contained in this Agreement (except to the extent the Third Issuance Agreements are terminated pursuant to Section 10) shall survive the First Closing Date and Third Closing Date in accordance with their terms.
Survival of Representations, Warranties and Agreement. Notwithstanding any investigation made by any party to this Agreement, the representations and warranties made by the Company and Purchaser in connection with the First Closing and the Second Closing shall not survive the First Closing and Second Closing, respectively (other than the representations and warranties of the Company set forth in Sections 3.4.1, 3.4.2(iii), 3.5 and 3.6, which shall survive indefinitely), and shall thereafter be of no further force or effect, except in the case of fraud in connection with this Agreement. All covenants and agreements contained in this Agreement (except to the extent the Second Issuance Agreements are terminated pursuant to Section 10) shall survive the First Closing Date and Second Closing Date in accordance with their terms.
Survival of Representations, Warranties and Agreement. Except as otherwise specifically provided in this AGREEMENT, all representations, warranties and agreements contained in this AGREEMENT shall survive the execution and delivery of this AGREEMENT and remain in full force and effect regardless of any investigation made by or on behalf of either ETHICAL or LICENSEE.
Survival of Representations, Warranties and Agreement. Notwithstanding any investigation made by any party to this Agreement, the representations and warranties made by the Company and Purchaser in connection with the Closing shall not survive the Closing (other than the representations and warranties of the Company set forth in Sections 3.4.1, 3.4.2(iii), 3.5 and 3.6, which shall survive indefinitely), and shall thereafter be of no further force or effect, except in the case of fraud in connection with this
Survival of Representations, Warranties and Agreement. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, the representation and warranty in this Agreement shall survive the Closing.
Survival of Representations, Warranties and Agreement. Except as set forth in this Section 8.01, the representations and warranties in this Agreement and any certificate delivered pursuant hereto by any Person shall not survive, and will terminate at the Closing or upon the termination of this Agreement pursuant to Section 9.01 as the case may be (it being understood that nothing in this Section 8.01 is intended to affect or limit the ability of Purchaser to recover under the R&W Policy for any matters covered thereunder). Notwithstanding the foregoing, (i) the Seller Fundamental Representations shall survive the Closing Date for ten years, (ii) the Purchaser Fundamental Representations shall survive the Closing Date for ten years (as allowed pursuant to 10 Del. Code § 8106(c)), (iii) the Excluded Representations shall survive the Closing Date for three years, and (iv) the representations and warranties of the Purchaser (other than the Purchaser Fundamental Representations) shall survive the Closing Date for three years. None of the covenants or agreements contained in this Agreement to be performed prior to the Closing shall survive the Closing and shall terminate at the Closing or upon the termination of this Agreement pursuant to Section 9.01 (as the case may be), and the covenants or agreements contained in this Agreement to be performed on or after the Closing shall survive the Closing (the “Surviving Covenants”), until the expiration of the term of the undertaking set forth in such covenants or agreements or until performed, except that the Stockholder Indemnifying Parties’ obligation to indemnify the Purchaser Indemnified Parties for Items 1 and 6 of the Excluded Liabilities shall terminate 60 days after the expiration of the applicable statute of limitations for the underlying claim with respect to such Excluded Liability. Notwithstanding the foregoing, any claim made with reasonable specificity by the party hereto seeking to be indemnified within the time periods set forth in this Section 8.01 shall survive until such claim is finally resolved.
Survival of Representations, Warranties and Agreement. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, the representation and warranty in this Agreement shall survive the sale of the BMII Shares under the terms of this Agreement.
