Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.
Survival of Representations, Warranties and Covenants. All representations, warranties and covenants shall survive the execution and delivery of this Agreement and shall continue for the term of this Agreement unless otherwise provided.
Survival of Representations, Warranties and Covenants. The representations and warranties contained herein shall survive the Closing and shall thereupon terminate 18 months from the Closing, except that the representations contained in Sections 3(a), 3(b), 4(a), and 4(b) shall survive indefinitely. All covenants and agreements contained herein which by their terms contemplate actions following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. All other covenants and agreements contained herein shall not survive the Closing and shall thereupon terminate.
Survival of Representations, Warranties and Covenants. The representations and warranties of Seller set forth in Subsections 8.1 (a) through (g), (i), (j) and (k) will survive the Closing for a period of six (6) months, after which time they will merge into the Deed. The representations and warranties of Seller set forth in Subsection 8.1 (h) will survive the Closing for a period of one (1) year, after which time they will merge into the Deed. Purchaser will not have any right to bring any action against Seller as a result of any untruth or inaccuracy of such representations, warranties or certifications, unless and until the aggregate amount of all liability and losses arising out of any such untruth or inaccuracy when combined with the aggregate amount of all liability and losses with respect to the representations and warranties made by the M-C Sellers pursuant to the Other P&S Agreements, exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); and then only to the extent of such excess. In addition, in no event will the Seller’s and the M-C Sellers’ collective liability for all such breaches exceed, in the aggregate, the sum of Six Million Dollars ($6,000,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties or certifications herein if, prior to the Closing, Purchaser obtains knowledge (from whatever source, including, without limitation, any tenant estoppel certificates, as a result of Purchaser’s due diligence tests, investigations and inspections of the Property, or written disclosure by Seller or Seller’s agents and employees) that contradicts any of Seller’s representations, warranties or certifications, and Purchaser nevertheless consummates the transaction contemplated by this Agreement. The Closing Surviving Obligations and the Termination Surviving Obligations will survive Closing without limitation unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise specifically provided herein, will not survive the Closing but will be merged into the Deed and other Closing documents delivered at the Closing. Purchaser’s knowledge shall mean the present actual knowledge of Xxxxxxx Xxxxxx or Xxxxxxx Xxxxxxxx.
Survival of Representations, Warranties and Covenants. All representations and warranties of the Borrower and all covenants and agreements herein made shall survive the execution and delivery of the Note and the Security Instruments and shall remain in force and effect so long as any Obligation is outstanding or any Commitment exists.
Survival of Representations, Warranties and Covenants. The warranties, representations and covenants of the Company, the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.
Survival of Representations, Warranties and Covenants. The representations, warranties and covenants contained herein shall survive the Closing and all statements contained in any certificate, exhibit or other instrument delivered by or on behalf of Seller or Purchaser pursuant to this Agreement shall be deemed to have been representations and warranties by Seller or Purchaser, as the case may be, and shall survive the Closing and any investigation made by any party hereto or on its behalf.
Survival of Representations, Warranties and Covenants. The representations and warranties of Seller contained in Articles III and IV shall survive the Closing until twelve (12) months after the Closing Date, without regard to any investigation made by Buyer Parties (whether prior to, on or after the Closing), unless Parent notifies Seller in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty, in which case such representation or warranty shall survive with respect to such claim until the final resolution by settlement, arbitration, litigation or otherwise of any such claim; provided that the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3 (collectively, the "Seller Title Representations") shall survive indefinitely; and provided further, that the representations and warranties contained in Section 3.9 shall survive through the applicable statutes of limitations, including all extensions thereof plus sixty (60) days. No investigation made by any of the parties hereto (whether prior to, on or after the Closing) shall in any way limit the representations and warranties of the parties. All representations and warranties of Buyer Parties contained in Article II shall survive until twelve (12) months after the Closing Date, provided that the representations and warranties contained in Sections 2.1, 2.2, 2.9 and 2.10 shall survive indefinitely (collectively, the "Buyer Title Representations"). The covenants and agreements of the parties contained herein shall survive the Closing in accordance with their respective terms, provided that the covenants contained in Article VIII or otherwise in the event no term is specified in such covenant, shall survive indefinitely. The Tax indemnities provided by Article VI shall survive through the applicable statutes of limitations, including all extensions thereof, plus sixty (60) days.
Survival of Representations, Warranties and Covenants. The representations and warranties of the parties contained in this Agreement shall survive the Closing for the periods set forth in this Section 8.1. The representations and warranties of Seller Parent and Recap Co shall survive the Closing and the representations and warranties of Buyer and Buyer Parent shall survive the Closing until the close of business on March 31, 2001 (the "Expiration Date"), provided, however, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.5, 3.12(a)(i), (ii) and (iv), 4.1, 4.2, 4.3., and 4.7 shall survive the Closing until the sixth year anniversary of the Closing Date with respect to claims which may be asserted in connection with a breach thereof, the representations and warranties contained in Section 3.16 shall survive the Closing for four years with respect to claims which may be asserted in connection with a breach thereof, and the representations and warranties that are the subject of any indemnification claim shall survive indefinitely, but only with respect to such indemnification claim until such claim is finally resolved. The covenants and agreements made by any party which are to be performed after the Closing Date shall survive until fully performed and the covenants and agreements made by any party which are to be performed at or prior to the Closing Date shall expire at the Closing other than Article 2 and Sections 5.6.5, 5.10 and 5.11.
Survival of Representations, Warranties and Covenants. This Agreement and the representations, warranties, covenants and other agreements (however characterized or described) by both parties and contained herein or made pursuant to the provisions hereof shall survive the execution and delivery of this Agreement.
