Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the third anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such third anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 9 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such three-year period. Notwithstanding the above, claims resulting from the failure by the Seller to pay any Tax when due or for breach of the representations made in Section 2.13 hereof, shall expire six months after any applicable statute of limitations.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the Transferor and the Transferee in this Agreement, or in any instrument or document furnished in connection with this Agreement or the transactions contemplated hereby, shall survive the Closing and the consummation of the transactions contemplated hereby and continue until six (6) months following the Closing Date, at which time they shall expire and terminate. Notwithstanding the foregoing, (a) the representations and warranties of the Transferor contained in Sections 2, 3.01, 3.02, and 3.03 and of the Transferee contained in Sections 5.01 and 5.03 shall survive the Closing and the consummation of the transactions contemplated hereby without limitation, and (b) any valid claim that is properly asserted in writing pursuant to Section 9.03 prior to the expiration as provided in this Section 9.06 of the representation or warranty that is the basis for such claim shall survive until such claim is finally resolved and satisfied.
Survival of Representations; Claims for Indemnification. All ------------------------------------------------------- representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the third anniversary of the Closing Date, except for (i) claims with respect to the matters set forth in 9.6(a), (i) and (j) which shall survive until the date six monthly after the expiration of the applicable statute of limitations, or any extensions thereof, and (ii) claims, if any, asserted in writing prior to such third anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 9 or Section 13 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such three-year period.
Survival of Representations; Claims for Indemnification. All representations, warranties and covenants made by Seller and Buyer in this Agreement, or in any instrument or document furnished in connection with this Agreement or the transactions contemplated hereby, shall survive the Closing and the consummation of the transactions contemplated hereby for 36 months. Notwithstanding the foregoing, (a) the representations and warranties of Seller contained in Article 2 shall survive the Closing and the consummation of the transactions contemplated hereby without limitation for the applicable statute of limitations, and (b) any valid claim that is properly asserted in writing pursuant to Section 7.01 and/or 7.02 prior to the expiration as provided in this Section 7.04 of the representation or warranty that is the basis for such claim shall survive until such claim is finally resolved and satisfied. Notwithstanding anything herein to the contrary, the covenants set forth herein at Section 7.01 hereof shall survive for an indefinite period of time unless otherwise set forth in such section.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the first anniversary of the Closing Date, except for claims, if any, asserted in writing prior to such first anniversary, which shall survive until finally resolved and satisfied in full. All claims and actions for indemnity pursuant to this Section 7 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of such one-year period.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All such representations and warranties shall expire on the first anniversary of the Closing Date. All claims and actions for indemnity pursuant to this Section 9 for breach of any representation or warranty shall be specifically asserted or maintained in writing by a party hereto on or prior to the first anniversary of the Closing Date (provided, however, that without limiting the foregoing, the provisions of Section 9.1(b) and 9.2(a) through (g) shall not be subject to such limitations) except for claims, if any, specifically asserted in writing prior to such date, which shall survive until finally resolved and satisfied in full. Notwithstanding anything to the contrary in this Section 9, (i) no indemnified party shall be entitled to receive, and no indemnifying party shall be obligated to pay, the first $50,000 in the aggregate of indemnity obligations otherwise payable by the AEI Stockholders and Owner, on the one hand, or Buyer, on the other hand, pursuant to Section 9.1(a) or 9.1(c) above; and (ii) in no event shall the aggregate liability of the AEI Stockholders and the Owner hereunder exceed the Merger Shares received by them hereunder, except in the event such liability is the result of a claim brought pursuant to Section 9.2(f) or 9.2(g), in which case such aggregate liability may exceed the Merger Shares received by the AEI Stockholders and the Owner. Except with respect to claims based on fraud, in the event the Closing occurs, the rights of the indemnified persons under this Article IX shall be the exclusive remedy of the indemnified persons with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Buyer, AEI, the Owner or REP contained in this Agreement.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument, document or certificate delivered under Article 6 or Article 7 herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto except as limited by the provisions of Section 5.4 hereof. All such representations and warranties shall expire on the eighteen-month anniversary of the Closing Date, except for claims with respect thereto, if any, asserted in writing prior to such eighteen-month anniversary, which shall survive until finally resolved and satisfied in full, provided, however, that:
Survival of Representations; Claims for Indemnification. All representations and warranties made by the Parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the Parties hereto. All such representations and warranties shall expire on the second anniversary of the Closing Date, except (i) for claims, if any, asserted in writing prior to such second anniversary, which shall survive until finally resolved and satisfied in full, (ii) for the representations and warranties of the Seller set forth in Section 2.4 (Ownership of Assets), which shall continue indefinitely, (iii) for the representations and warranties of the Seller set forth in Section 2.9 (Tax Matters), which shall continue until 90 days following the expiration of the applicable statue of limitations date and (iv) that obligations of the Seller and Stockholder, and Buyer for Seller Indemnifiable Amounts and Buyer Indemnifiable Amounts, respectively, arising out of or in connection with fraud or knowing misrepresentations or omissions of the Seller or Stockholder, or the Buyer, respectively, will have no time limit (other than limits imposed by applicable statutes of limitations, if any). All claims and actions for indemnity pursuant to this Section 8 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to the expiration of the applicable period.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. Further, Buyer's covenant in Section 8.10 shall survive the Closing for the period specified therein. All such representations and warranties shall expire on December 31, 1999, except for claims, if any, asserted in writing prior to such date, which shall survive until finally resolved and satisfied in full; provided, however, that the representations and warranties of the Seller and the Stockholder made pursuant to (i) Section 2.13 shall survive forever or until all applicable statutory limitation periods have expired, taking into account any extensions of such periods, and (ii) Sections 2.26 and 9.1(d) shall survive for a period of ten (10) years following the Closing Date; and provided, further, that the limitations on survival shall not apply to any breach of this Agreement resulting from any wilful or knowing misrepresentation or omission or fraud. All claims and actions for indemnity pursuant to this Section 9 for breach of any representation or warranty shall be asserted or maintained in writing by a party hereto on or prior to December 31, 1999, the referenced statutory period or ten (10) year period, as the case may be.
Survival of Representations; Claims for Indemnification. All representations and warranties made by the parties herein or in any instrument or document furnished in connection herewith shall survive the Closing and any investigation at any time made by or on behalf of the parties hereto. All claims for indemnification relating to a breach of a representation or warranty shall be asserted prior to the end of the twelve month period commencing on the Closing Date.
