Survival of Representations, Warranties, Covenants and Indemnities. The representations and warranties of the parties to this Agreement contained in Articles II and III hereof, and the indemnities with respect thereto, shall survive the Closing through the third anniversary of the Closing Date, at which time they shall expire, except that any claims made prior to the third anniversary of the Closing Date with respect to any Loss (as hereinafter defined) shall survive until liability therefore shall be finally determined. The covenants of the parties to this Agreement, and the indemnities with respect thereto, shall survive the Closing until they have been fully performed or satisfied or otherwise discharged.
Survival of Representations, Warranties, Covenants and Indemnities. The representations and warranties of the parties to this Agreement shall survive the Closing until December 31, 2002, at which time they shall terminate, except that (a) the representations and warranties set forth in Section 4.5 shall survive the Closing until all applicable statutes of limitation, as extended, shall have expired; (b) the representations and warranties set forth in Section 4.18 shall survive the Closing for a period of five (5) years after the Closing Date; (c) there shall be no time limitation on the representations and warranties set forth in Sections 4.2 and 4.7(b); and (d) any claims made prior to the expiration of the applicable survival period with respect to any Loss arising out of any breach of any representation and warranty by any party, shall survive until the liability shall be finally determined. The covenants of the parties to this Agreement, including but not limited to the covenants and indemnities set forth in this Article 9 of this Agreement, shall survive the Closing until they have been fully satisfied or otherwise discharged.
Survival of Representations, Warranties, Covenants and Indemnities. Other than with respect to matters relating to Taxes (provided that the foregoing exclusion shall not apply to indemnification for Losses (i) resulting from the breach of, or inaccuracy, of the representations and warranties set forth in Section 3.13 or (ii) arising under Section 9.2(d)(i)), which shall be governed solely by Article VII, no claim may be made or suit or other proceeding instituted seeking indemnification pursuant to Sections 9.2 and 9.3 unless a written notice describing the matter subject to indemnification in reasonable detail in light of the circumstances then known to the Indemnified Party (as defined below) is provided to the Indemnifying Party (as defined below) at any time prior to the expiration of the period ending on the twenty first (21) month anniversary following the Closing Date, except for (1) claims made pursuant to Section 9.2.(c) or Section 9.2(d), (2) claims made with respect to the representations and warranties set forth in Sections 3.1 (Due Organization, Good Standing and Corporate Power), 3.2(a) (Authorization), 3.3 (Ownership of Shares and LLC Interest), 3.4(a) (Target Companies), 3.5 (Capitalization of Target Companies), 3.15 (Brokers’ or Finders’ Fee), 4.1 (Due Organization, Good Standing and Corporate Power), 4.2 (Capitalization of Purchaser), 4.4(a) (Authorization) and 4.8 (Brokers’ or Finders’ Fee) (collectively, the “Fundamental Representations”) and any claim based on fraud which, in the case of clause (1) and (2) above, will survive indefinitely, (3) claims made with respect to the representations and warranties set forth in Sections 3.7(f), 3.11 (Benefit Plans), 3.13 (Tax Matters) and 3.17 (Environmental Matters), which will survive until the thirtieth (30th) day following the expiration of the applicable statute of limitations, and (4) claims made with respect to the representations and warranties set forth in Section 3.9 (Compliance with Laws; Permits) which will survive until the twenty fourth (24) month anniversary following the Closing Date. The respective covenants and agreements of Seller and Purchaser contained in this Agreement required to be performed or complied with prior to the Closing (each, a “Pre-Closing Covenant”) shall survive the Closing Date hereunder solely for the purpose of Sections 9.2 and 9.3 until the date that is eighteen (18) months from the Closing Date, and all other respective covenants and agreements of Seller and Purchaser contained in this Agreement (each, a “Post-Closing Co...
Survival of Representations, Warranties, Covenants and Indemnities. Subject to the limitation of the Indemnity Period described above, all representations, warranties, covenants, and indemnities made by any party to this Agreement shall survive the Closing and any investigation at any time made by or on behalf of any party before or after the Closing. No investigation by Buyer shall in any way affect Buyer's right to rely on the representations, warranties, and covenants of Seller set forth in this Agreement or any document related to this Agreement.
Survival of Representations, Warranties, Covenants and Indemnities. Other than as specifically provided herein, the representations, warranties, covenants, and indemnities provided for in this Agreement shall survive the Closing and shall not be extinguished by the doctrine of merger by deed, confusion or any similar doctrine and no waiver, release or forbearance of the application of same in any given circumstance shall operate as a waiver, release or forbearance of same as to any other circumstance.
Survival of Representations, Warranties, Covenants and Indemnities. All provisions of this Agreement shall not merge upon Closing, but shall survive the execution, delivery and performance of this Agreement, Closing and the execution and delivery of any transfer documents or other documents of title to the Purchased Interest and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the consideration for the Purchased Interest without limitation as to time unless such provision specifies a term, in which case it shall survive for such specified term.
Survival of Representations, Warranties, Covenants and Indemnities. Each of the representations, warranties, covenants and indemnities of the parties hereto shall survive the execution and delivery of this Agreement and the Delivery of the Engines.
Survival of Representations, Warranties, Covenants and Indemnities. All representations, warranties, covenants, and indemnities made by any party to this Agreement and all other documents related hereto shall survive the Closing and any investigation made by or on behalf of any party.
Survival of Representations, Warranties, Covenants and Indemnities. Each of (i) the representations and warranties made by each of Seller, OpCo Purchaser and PropCo Purchaser in this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may only be asserted at any time before) the date that is twelve (12) months following the Closing Date, and (ii) the covenants and agreements of the parties set forth in this Agreement requiring performance prior to or at the Closing shall survive the Closing until (and claims based upon or arising out of such covenants and agreements may only be asserted at any time before) the date that is six (6) months following the Closing Date, provided, however, that the Fundamental Representations shall survive the Closing until the date that is six (6) years following the Closing Date. The covenants and agreements of the parties set forth in this Agreement requiring performance or which prohibit actions subsequent to the Closing Date shall survive the Closing in accordance with their terms.
Survival of Representations, Warranties, Covenants and Indemnities. Other than with respect to matters relating to Taxes (provided that the foregoing exclusion shall not apply to indemnification for Losses (i) resulting from the breach of, or inaccuracy, of the representations and warranties set forth in Section 3.13 or (ii) arising under
