SURVIVAL OF REPRESENTATIONS AND. WARRANTIES; INDEMNIFICATION ---------------------------
SURVIVAL OF REPRESENTATIONS AND. Warranties. ---------- The Guarantor covenants, warrants, and represents to the Agent and the Secured Parties that all representations and warranties of the Guarantor contained in this Guaranty shall be true at the time of the Guarantor's execution of this Guaranty, shall survive the execution, delivery and acceptance hereof by the parties hereto and the closing of the transactions described in the Credit Agreement and the other Loan Documents and shall continue in effect until the termination of this Guaranty in accordance with Section 24 below.
SURVIVAL OF REPRESENTATIONS AND. WARRANTIES The representations, warranties and covenants made by the parties will survive the Closing for a period of three years from the Closing Date; provided, however, that representations and warranties relating to Taxes will survive for a period of five years after the Closing Date or until the expiration date of the statute of limitations applicable to such Tax liability or the final determination of any such tax liability, including the final administrative or judicial determination thereof, whichever occurs first. Upon the completion of Closing, the representations and warranties of Somerset will be null and void.
SURVIVAL OF REPRESENTATIONS AND. WARRANTIES Each of the representations and warranties (including, without limitation, the matters set forth on any Exhibit hereto) made by the parties in this Agreement or pursuant hereto shall survive the Closing Date. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Each of the Shareholders hereby agrees to waive any and all rights of contribution or other claim which it may have against the Company.
SURVIVAL OF REPRESENTATIONS AND. WARRANTIES Notwithstanding any right of either party to investigate the affairs of the other party and its Shareholders, each party has the right to rely fully upon representations, warranties, covenants and agreements of the other party and its Shareholders contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the closing hereunder for one year following the Closing.
SURVIVAL OF REPRESENTATIONS AND. WARRANTIES. All representations and warranties contained herein ---------- or made pursuant hereto shall survive the Closing and continue in full force and effect for a period of three years thereafter.
SURVIVAL OF REPRESENTATIONS AND. WARRANTIES Notwithstanding any investigation at any time made by or on behalf of any party hereto, the representations and warranties set forth in Articles I and II and in any certificate delivered in connection herewith with respect to any of those representations and warranties will survive the Effective Time until the day that is eighteen months from the Effective Time, whereupon they will terminate and expire, except as follows (i) the representations and warranties of the Stockholders which relate expressly or by necessary implication to the environment or Environmental Laws will survive for three years from the Effective Time and then terminate and expire, (ii) the representations and warranties of the Stockholders with respect to Taxes, ERISA or the Governmental Requirements referred to in clause (iii) of Section 7.02(a) shall survive for the duration of the applicable statute of limitations (including all periods of extension and tolling) and then terminate and expire, and (iii) the representations and warranties of the Company will terminate and expire at the Effective Time. The representations and warranties of INVATEC set forth in Article III shall survive for two years following the Effective Date and thereafter terminate or expire, except that any representations and warranties that would relate to a claim by any of the Stockholders against INVATEC under Section 3.08 shall survive for the duration of the applicable statute of limitations (including all periods of extension and tolling) relating to claims made under Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and then terminate and expire.
SURVIVAL OF REPRESENTATIONS AND. Warranties The representations and warranties made by Vivitar, Syntax-Brillian, and Great Step in this Agreement or any certificates delivered pursuant hereto or as provided herein and therein shall are made only as of the date of this Agreement and as of the Effective Time. The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time and continue until 5:00 p.m., California time, on the first anniversary of the Effective Time (the “Expiration Date”).
SURVIVAL OF REPRESENTATIONS AND. Warranties. The representations and warranties made in this Agreement by the parties hereto shall not survive the Closing. Notwithstanding the foregoing, the covenants set forth in Article V shall survive the Effective Time.
SURVIVAL OF REPRESENTATIONS AND. Covenants. All representations, warranties and covenants of the --------- Issuer contained herein shall survive the execution and delivery of this Escrow Agreement, and shall terminate only upon the termination of this Escrow Agreement.
