Survival of Certain Representations and Warranties. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, of the Selling Stockholders, and of the Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriter, the Company, any Selling Stockholder, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Shares.
Survival of Certain Representations and Warranties. Other than (a) Sections 3.01 (Organization and Existence), 3.02 (Authorization), 3.09 (Ownership of Assets), 3.14 (Indebtedness of Seller), 3.16 (Brokers), 4.01 (Organization and Existence), 4.02 (Authorization) and 4.09 (Brokers) (collectively, the “Specified Representations”) which shall survive for a period of five (5) years after the Closing Date, (b) Section SECTION 3.11 (Taxes), which shall survive the Closing until the date that is ninety (90) days after the expiration of the applicable statute of limitations and (c) Sections 8.01(a)(iii), 8.01(a)(iv), 8.02(a)(iii) and 8.02(a)(iv), which shall survive the Closing indefinitely, all other representations, warranties, covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith) shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, that any claim made or asserted by a Person within the applicable survival period shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.
Survival of Certain Representations and Warranties. The representations and warranties of the Company and the Shareholders in this Agreement and in any instrument delivered pursuant hereto shall survive the Effective Time until the earlier to occur of (i) one (1) year after the Effective Time or (ii) publication of the independent audit report on the consolidated financial statements of Parent for the fiscal year ending June 30, 1998, provided that this Section 10.01 shall not limit any other covenant or agreement of the parties that by its terms contemplates performances beyond such period.
Survival of Certain Representations and Warranties. The representations, warranties, covenants and agreements of the Parties, ECP II-C Fund and Dynegy contained in this Agreement shall survive for a period of twelve (12) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, however, that (i) the (A) Company Specified Representations, (B) the Seller Specified Representations, (C) the representations and warranties set forth in Section 5.01 (Organization and Existence), Section 5.02 (Authorization) and Section 5.07 (Brokers) (such representations, the “Fundamental Representations”) and (D) the representations and warranties set forth in Section 4.12 (Employee Matters), Section 4.13 (Environmental Matters) and Section 4.14 (Taxes) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date, (ii) any covenant or agreement which by its terms is to be performed after Closing shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and there shall be no liabilities or obligations with respect thereto from and after such date and (iii) the covenants and agreements set forth in Section 9.01(a)(iii) and Section 9.01(b) shall survive for a period of two (2) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after such date; provided, further, that any claim made or asserted by a Person with respect to any representation, warranty, covenant or agreement within the survival period applicable to such representation, warranty, covenant or agreement shall continue to survive with respect to such claim until such claim is finally resolved and all obligations with respect thereto are fully satisfied.
Survival of Certain Representations and Warranties. All agreements, covenants, representations and warranties and all other statements of the Issuer and the Company set forth in or made pursuant to this Agreement shall remain in full force and effect and shall survive the Closing Date and the delivery of the Bonds.
Survival of Certain Representations and Warranties. All agreements, covenants representations and warranties and all other statements of the City set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation, or statement as to the results thereof made by or on behalf of the Purchaser or the City, and shall survive the Closing Date and the delivery of and payment for the Bonds.
Survival of Certain Representations and Warranties. The representations and warranties set forth in Section 5 and Section 6 will survive until one year after the Closing Date (the “Escrow Release Date”) unless prior to such time one or more claims specifying a breach of any such representation or warranty is submitted in writing to the indemnified party and identified as a claim for indemnification pursuant to this Agreement;
Survival of Certain Representations and Warranties. The representation and warranties provided in the Article VI shall survive the purchase of the related Receivables under the Purchase and Sale Agreement and of the Asset Interest therein by Purchaser, the delivery of the Contracts to Purchaser or Purchaser's designee and the termination of this Agreement or any other Transaction Document.
Survival of Certain Representations and Warranties. The representations and warranties set forth in Sections 4.18, 4.20 and 4.21 shall survive the Closing for a period of six months after the Closing Date. The representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5(c)-(e), 4.6, 4.7, 4.9, 4.10, 4.13, 4.15(b), 4.16 and 4.17 and in Sections 5.1, 5.2, 5.3, 5.5, 5.8 and 5.10 shall survive the Closing for a period of 12 months after the Closing Date. The representations and warranties set forth in Sections 4.5(a) and (b), 4.12 and 4.15(d) shall survive the Closing for a period of 24 months after the Closing Date. The representations and warranties set forth in Section 4.15(a) and (c) shall survive the Closing for a period equal to the applicable statute of limitations. The representations set forth in Section 4.14 and the covenants set forth in Section 8.9 shall survive the Closing for the applicable statute of limitations period. All other representations and warranties of the Seller and the Buyer contained in this Agreement shall terminate at the Closing and shall be of no force and effect thereafter.
Survival of Certain Representations and Warranties. The representations and warranties set forth in Article IV and Article V shall generally survive the Closing and continue in full force and effect for a period of four months after the Closing. All covenants and agreements of the parties contained in this Agreement shall survive the Closing for their respective periods set forth herein, unless otherwise indicated herein.
