Survival of Representations and Warranties and Covenants. All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.
Survival of Representations and Warranties and Covenants. The representations, warranties, covenants and agreements made by the Warrantors herein shall survive any due diligence investigation made by the Investor hereto and shall survive the Closing.
Survival of Representations and Warranties and Covenants. If the Merger is consummated, the representations and warranties of the Company contained in this Agreement, as modified by the Company Disclosure Letter (including any exhibit or schedule to the Company Disclosure Letter), and the other certificates delivered in accordance herewith shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is twelve (12) months following the Closing Date; provided, however, that the Special Representations will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the expiration of the applicable statute of limitations; provided, further, that the IP Rep will remain operative and in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the second anniversary of the Closing Date; provided, further, that no right to indemnification pursuant to Article 8 in respect of any claim based upon an inaccuracy or breach of a representation or warranty that is set forth in an Claim Certificate delivered to the Stockholders’ Agent prior to the applicable expiration date of such representation or warranty shall be affected by the expiration of such representation or warranty; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article 8 or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud or willful breach by the Company or any Subsidiary until the expiration of the applicable statute of limitations. The representations and warranties of Acquirer contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall expire and be of no further force or effect as of the Closing. If the Merger is consummated, all covenants of the parties (including the covenants set forth in Article 4 and Article 5) shall expire and be of no further force or effect as of the Closing, except to the extent such covenants provide that they are to be performed after the Closing.
Survival of Representations and Warranties and Covenants. If the Share Purchase is consummated, the representations and warranties of the Company and the Company Shareholders contained in this Agreement, the Company Disclosure Letter (including any exhibit or schedule of the Company Disclosure Letter), and the other certificates required to be delivered pursuant to Sections 1.5(b)(i), 1.5(b)(ii), 1.5(b)(xi), 1.5(b)(xii) and 1.5(b)(xiii) of this Agreement shall survive the Closing and remain in full force and effect, regardless of any investigation or disclosure made by or on behalf of any of the parties to this Agreement, until the date that is [***] following the Closing Date; provided, however, that the representations and warranties of the Company contained in Section 2.11 (Intellectual Property), will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the date that is [***] following the Closing Date for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, however, that the representations and warranties of the Company contained in Section 2.3 (Capital Structure), Section 2.14 (Taxes), Section 2.15 (Employee Benefit Plans and Employee Matters), the representations and warranties of the Company Shareholders in Section 3.4 (Right to Sell) will remain operative and in full force and effect, regardless of any investigation made by or on behalf of or knowledge obtained by any of the parties to this Agreement, until the expiration of the applicable statute of limitations (if later than the expiration of [***] following the Closing Date) for claims against the Closing Company Shareholders which seek recovery of Indemnifiable Damages arising out of an inaccuracy or breach of such representations or warranties; provided, further, no right to indemnification pursuant to Article IX in respect of any claim that is set forth in an Officer’s Certificate delivered to the Escrow Agent prior to the expiration of the Escrow Period shall be affected by the expiration of such representations and warranties; and provided, further, that such expiration shall not affect the rights of any Indemnified Person under Article IX or otherwise to seek recovery of Indemnifiable Damages arising out of any fraud, willful breach or intentional misrepresentation by the Company or any Subsidi...
Survival of Representations and Warranties and Covenants. The representations and warranties set forth in Sections 3.1, 3.2, 3.15(a) and 3.18 (the “Seller Fundamental Representations”) and Sections 4.1, 4.2 and 4.6 (the “Buyer Fundamental Representations”) shall survive the Closing for three (3) years from the Closing Date and then expire. All representations and warranties in this Agreement other than the Seller Fundamental Representations and Buyer Fundamental Representations shall survive the Closing for eighteen (18) months from the Closing Date. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations prior to or at the Closing shall survive the Closing for eighteen (18) months from the Closing Date and then expire. All covenants and agreements set forth herein which by their terms contemplate actions or impose obligations following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms. If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty or covenant or agreement, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty or covenant, then the applicable representation or warranty or covenant shall survive until, but only for purposes of, the resolution of the matter covered in reasonable detail by such notice. If the Proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party.
Survival of Representations and Warranties and Covenants. All of the agreements, representations and warranties contained in this Agreement shall survive the Closing.
Survival of Representations and Warranties and Covenants. Except as otherwise expressly provided herein, all representations and warranties made by any party in this Agreement shall survive from and after the date hereof and shall continue in effect for a period of two (2) years from the date hereof, and all covenants made by any party in this Agreement shall survive indefinitely unless otherwise terminated by the parties. Any right of indemnification pursuant to this Article 13 in respect of a claimed breach of any representation, warranty or covenant shall expire at the date of expiration of the representation, warranty or covenant claimed to be breached (the "Expiration Date"), unless on or prior to the Expiration Date a Claim has been made against the party from whom indemnification is sought. If a Claim is timely made, it may continue to be asserted beyond the Expiration Date of the representation, warranty or covenant to which such Claim relates.
Survival of Representations and Warranties and Covenants. (a) The representations and warranties of Purchaser and Sellers contained in this Agreement shall survive the Closing solely for purposes of Article IX and such representations and warranties shall terminate at the close of business on the date that is 12 months after the Closing Date; provided, however, that (i) the representations and warranties contained in Sections 4.1-4.3, 4.7, 4.16(g), 4.16(h), 4.21, and Article V shall survive the Closing and remain in effect until the expiration of the statute of limitations for written contracts; (ii) the representations and warranties contained in Section 4.11 shall survive the Closing until 30 days after the expiration of the last day on which any Tax may be validly assessed by the Internal Revenue Service or any Governmental Body against a Company or any of its properties and (iii) the representations and warranties contained in Section 4.20 shall survive the Closing and remain in effect until the close of business on the date that is three years after the Closing Date. Any claim for indemnification with respect to any of such matters which is not asserted by notice containing sufficient detail as to allow the claim to be evaluated (and including, to the extent reasonably possible, the amount of such claim) given as herein provided relating thereto within such specified period of survival may not be pursued and is hereby irrevocably waived after such time.
Survival of Representations and Warranties and Covenants. The respective representations and warranties of the Parties contained in this Agreement (other than those set forth in the following sentence) will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing and will continue in full force and effect until six (6) months after the Closing Date and will then expire. The representations and warranties of the Parties contained in Section 3.1, Section 3.2, Section 3.3, Section 3.9, Section 3.11, Section 4.1, Section 4.2, and Section 4.3 will survive the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the Closing and will continue in full force and effect until all applicable statutes of limitation (including any extensions thereof) have expired and will then expire. All covenants of the Parties contained in this Agreement will remain in full force and effect after, and survive, the Closing (other than those to be performed at or prior to the Closing).
Survival of Representations and Warranties and Covenants. The representations and warranties of each Party to this Agreement shall survive (without limitation) (i) the Closing and the sale of the Purchased Assets to DIVERSA; (ii) any sale or other disposition of any of the Purchased Assets by DIVERSA; and (iii) the dissolution of any Party to this Agreement. Except for the representations set forth in [*] which shall survive for [*], the representations and warranties of each Party to this Agreement shall survive [*]; provided, however, that if, with respect to any of said representations and warranties that survive [*], at any time prior to the end of such [*], any indemnified Party under Section 7 delivers to the indemnifying Party under Section 7 a written notice alleging in good faith the existence of a breach of any of said representations and warranties made by the indemnifying Party (and setting forth in reasonable detail the basis for such indemnified Party’s belief that such a breach may exist) and asserting in good faith a claim for recovery under Section 7 based on such alleged breach, then said representation or warranty underlying the claim asserted in such notice shall survive the end of such [*] period until such time as such claim is fully and finally resolved. All of the covenants, agreements and obligations of the Parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.
