Surviving Representations definition

Surviving Representations has the meaning set forth in Section 9.1.

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Surviving Representations has the meaning set forth in Section 12.4.

Surviving Representations means the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 4.1, 4.2, 4.3 and 4.4 hereof;

Examples of Surviving Representations in a sentence

The Sellers hereby confirm and agree that each of the representations and warranties and the covenants of each of the Sellers set forth in or made pursuant to and in accordance with this Agreement or in any Closing Document (the “Seller Surviving Representations and Covenants”) shall, subject to Section 11.4 below, survive the Closing Date and shall not be deemed to be merged into any instrument of conveyance delivered at the Closing.
The Buyer hereby confirms and agrees that each of the representations and warranties of the Buyer set forth in or made pursuant to and in accordance with this Agreement or in any Closing Document (the “Buyer Surviving Representations and Covenants”) shall survive the Closing Date and shall not be deemed to be merged into any instrument of conveyance delivered at the Closing.
From and after the Closing Date, each of Seller and the Seller Related Entities shall have the right to claim against Buyer for all costs, fees, expenses, damages, deficiencies, interest and penalties (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by any such Seller Related Entity in connection with any Losses, arising out of, or in any way relating to the Buyer Surviving Representations and Covenants as provided in this Section 11.1.
Except for the Surviving Representations, the representations, warranties, covenants indemnities and other agreements herein contained shall not survive the closing and shall expire and become non-actionable automatically at the conclusion of the Closing for a period not to exceed nine months from the date of Closing.
Purchaser acknowledges that Seller makes absolutely no representations or warranties with respect to the accuracy or completeness of any information, reports or other materials delivered to Purchaser, except as may be expressly set forth in the Surviving Representations, and that the Purchase Price reflects the fact that this is an “as is, where is, with all faults” transaction.

More Definitions of Surviving Representations

Surviving Representations shall have the meaning set forth in Section 3.3.

Surviving Representations is defined in Section 16(d).

Surviving Representations has the meaning given thereto in ------------------------- Section 7.01.

Surviving Representations means Section 3.6 (Financial Statements), Section 3.10 (Compliance with Laws) and Sections 3.22(b) (Actuarial Memoranda and Reserves).

Surviving Representations has the meaning assigned to such term in the Guaranty.

Surviving Representations means the representations and warranties contained in Section 4.2 (Authorization), Section 4.3 (Capital Stock), Section 4.4 (Subsidiaries), Section 4.15 (Tax Returns; Taxes), Section 4.23 (Transactions with Affiliates), Section 4.26 (Ethical Practices), Section 4.28 (Brokers, Finders and Investment Bankers) and Section 4.29 (Closing Certificate and Closing Date Expense Statement).

Surviving Representations means those certain representations and warranties of PLK, Investor and Cartesian contained in clauses 6.1, 6.2 and 6.3, respectively.