Survival After Closing. All of the covenants and obligations of the parties to this Agreement, which by their terms are to be performed or will become effective after the Closing, including without limitation, those contained in Section 3.7 shall survive the Closing.
Survival After Closing. The provisions of this Agreement in so far as the same shall not have been performed at any Closing shall remain in full force and effect notwithstanding such Closing.
Survival After Closing. All representations and warranties of Sellers contained in Article IV or Article V, respectively, and any related definitional provisions set forth in Article I (Definitions and Terms), and all covenants and agreements of Sellers to the extent requiring performance prior to Closing, shall survive until the date that is 24 months after the Closing Date, the Intermediate Cap Specific Indemnities shall survive until the date that is 36 months after the Closing Date, and all covenants and agreements of Sellers that require performance after the Closing Date, and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive in accordance with their terms until fully performed, except that the Sellers’ Fundamental Representations, and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive until the earlier of (i) six years from the Closing Date or (ii) 60 days after the expiration of the applicable statute of limitations. All representations and warranties of Buyers contained in Article VI, and any related definitional provisions set forth in Article I (Definitions and Terms), and all covenants and agreements of Buyers to the extent requiring performance prior to Closing, shall survive until the date that is 24 months after the Closing Date and the covenants and agreements of Buyers that require performance after the Closing Date, and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive in accordance with their terms, except that Sections 6.1 (Buyers’ Corporate Organization), 6.2 (Buyers’ Due Authorization) and 6.8 (Buyers’ Brokers), and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive earlier of (i) six years from the Closing Date or (ii) 60 days after the expiration of the applicable statute of limitations. For the avoidance of any doubt and notwithstanding anything to the contrary, any claims for indemnification related to Fraud shall survive the Closing and remain in effect until 60 days after the expiration of the applicable statute of limitations. On the 12 month anniversary of the Closing Date (the “Drop-Down Escrow Release Date”), the Escrow Agent will release to Sellers’ Representative an amount equal to 50% of the Escrow Amount (as of the date the Escrow Amount was deposited into the Escrow Account) less the aggregate amount of Losses specified in any then unresolved good faith inde...
Survival After Closing. The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect for a period of eighteen (18) months (“Survival Period”) following the date of the Closing (the “Closing Date”). All covenants and agreements contained in this Agreement shall survive the Closing in accordance with their terms. No Party may make or assert any claim under any representation or warranty of the other Party contained herein after the expiration of the Survival Period applicable to such representation or warranty. Any claim made or asserted within the applicable Survival Period prescribed above shall survive such expiration until such claim is finally resolved and all obligations with respect thereto are fully satisfied.
Survival After Closing. The provisions of this Article 11 shall survive the Closing and shall not be limited or eliminated by any provision terminating this Agreement or be subject to the limitations contained in Paragraph 13.1 of this Agreement.
Survival After Closing. The covenants contained in Section 5.4 and this Article VIII shall survive the Closing until the time period set forth therein. Without prejudice to the terms of any other Transaction Document, all of the other representations, warranties, covenants and agreements of the Parties contained in this Agreement shall not survive beyond the Effective Time and there shall be no liability in respect thereof, whether such liability has accrued prior to or after the Effective Time, on the part of any Party, its Affiliates or any of their respective partners, members, officers, directors, agents or Representatives, except for those covenants and agreements that by their terms apply or are to be performed in whole or in part after the Effective Time.
Survival After Closing. Only the provisions of Sections 5 (Representations and Warranties of Sellers), 6 (Representations and Warranties of Purchaser),10.4.1 (Purchaser's Indemnity), 10.4.2 (Seller's Indemnity), 10.6 (Availability of Certain Materials After Closing), 11 (Apportionments; Expenses), 15 (Condition of the Property; No Other Conditions), Purchaser's indemnification obligations under 16.6 (Access), 18 (Brokers), 21.3 (Knowledge of Sellers), 21.7 (Survival After Closing), 21.11 (Authorship), 21.12 (Dispute), 21.14 (No Personal Liability), and 21.15 (Joint and Several Liability) hereof shall survive Closing and such surviving Sections shall survive only for a period of six (6) months following Closing, unless a different time limitation is expressly set forth in such Section. Notwithstanding the foregoing, Purchaser's and Sellers' respective representations, indemnities, agreements and assumptions set forth in Sections 10.4.1 (except with respect to clause (ii) thereof), 10.4.2(except with respect to clause (i) thereof), 10.6, 15, Purchaser's indemnification obligations under 39 16.6, 18, 21.3, 21.7, 21.11, 21.12, 21.14 (No Personal Liability) and 21.15 (Joint and Several Liability) (together, the "Extended Survival Sections"), shall survive for the period of the applicable statute of limitations. If a party has not received written notice within such six-month period of a claim by the other party of breach or default under any of the aforementioned surviving Sections, specifying with particularity the nature and extent of the claimed breach, then all covenants, representations, agreements, conditions, obligations and undertakings contained in the surviving Sections, except as so specified and except as set forth in the Extended Survival Sections, shall be deemed to have been fully performed, waived or otherwise discharged. All of the other covenants, representations, agreements, conditions, obligations and undertakings hereunder shall not survive the Closing, but rather shall be deemed to have been fully performed, waived or otherwise discharged by the occurrence of Closing hereunder. In addition, Purchaser's restoration and indemnification obligations under 16.6, and the provisions of Sections 3.3.1, 4.2.2, 4.2.3, 4.2.4, 18, 19.1 (Default by Seller), 19.2 (Default by Purchaser), 21.11, 21.12, 21.14, 21.15 and 22 and the Surviving Obligations shall survive any termination or cancellation of this Agreement without the occurrence of a Closing.
Survival After Closing. The provisions of paragraphs 4, 5, 6, 7, 14, 15 and 18 shall survive the Closing.
Survival After Closing. The obligations of Jonex xxxer Section 2.14 shall survive the Closing and any termination of Rothxxxx'x xxxloyment under the Rothxxxx Xxxloyment Agreement. (i)
Survival After Closing. The provisions of Sections 4.3 and 4.4 shall survive the Closing.
