Survival of Representations, Warranties, Agreements and Covenants. All agreements and covenants contained herein shall survive the execution of this Agreement and the consummation of the transactions contemplated hereby.
Survival of Representations, Warranties, Agreements and Covenants. (a) The representations and warranties in this Agreement or in any other instrument delivered pursuant to this Agreement shall not survive the Closing.
Survival of Representations, Warranties, Agreements and Covenants. (a) Each and every representation and warranty made by each Group Company, Sellers, and Buyer in this Agreement or in any exhibits, schedules, instruments of transfer or other documents delivered pursuant thereto or in connection therewith shall be effective regardless of any investigation that may have been or may be made at any time by or on behalf of the party to whom such representation or warranty is made and shall survive the Closing, but except as otherwise provided in this Section 13.1, shall terminate on the second anniversary of the Closing Date, and thereafter shall be of no further force or effect.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties, covenants and agreements of the Company, Parent and Merger Sub contained in this Agreement shall terminate at the Effective Time, except that the covenants and agreements that by their terms survive the Effective Time (including the covenants and agreements in Section 6.13) shall survive the Effective Time in accordance with their respective terms.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties and covenants contained herein shall survive the Closing Date for a period of (and claims based upon or arising out of such representations, warranties, covenants and agreements may be asserted at any time before the date which shall be) three (3) years after the Closing Date; provided that the representations, warranties and covenants set forth in Section 5.22 shall survive until thirty (30) days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof); provided, however, that, except as set forth in Section 11.2(g) hereto, no holder of Minority M Company Common Stock shall, in such holder's capacity as a holder of M Company Common Stock, be liable to any Person (other than for fraud, gross negligence or willful misconduct) for any Losses incurred in connection with (i) the execution of this Agreement, the Ancillary Agreements or any other agreement 74 80 contemplated hereby (other than the Stockholder Support Agreement) or (ii) the consummation of the transactions contemplated in this Agreement. No investigation or waiver made by any of the parties hereto shall in any way limit the representations and warranties of the parties. On the Closing Date, all representations and warranties contained in this Agreement and made by T Parent and T Company for the benefit of Orbital and M Company shall expire as to T Company and thereafter will be deemed to have been made by the T Parent and Surviving Corporation for the benefit of Orbital. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received on a timely basis by the other party prior to the expiration of the applicable survival period provided herein.
Survival of Representations, Warranties, Agreements and Covenants. The representations, warranties and covenants contained herein shall survive the Closing Date for a period of (and claims based upon or arising out of such representations, warranties, covenants and agreements may be asserted at any time before the date which shall be) three (3) years after the Closing Date; provided that the representations, warranties and covenants set forth in Section 3.19 shall survive until thirty (30) days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof). No investigation or waiver made by any of the parties hereto shall in any way limit the representations and warranties of the parties. The termination of the representations and warranties provided herein shall not affect the rights of a party in respect of any claim made by such party in a writing received on a timely basis by the other party prior to the expiration of the applicable survival period provided herein.
Survival of Representations, Warranties, Agreements and Covenants. The representations and warranties set forth in this Agreement will survive the Closing and will expire 18 months after the Closing Date (the “Expiration Date”), except the following representations and warranties (collectively, the “Specified Representations”): the representations and warranties contained in Sections 4(b), 4(c), 4(d), 4(e)(i), 4(f)(i), 4(z)(v), 5(b) and 5(c), which representations and warranties shall survive forever, and the representations and warranties contained in Section 4(u), Section 4(w)(i) and Section 4(w)(iv), which shall survive until the expiration of the applicable statutes of limitation; provided, however, that delivery by one Party to the other of a written notice of breach of any representation or warranty, specifying the breach in reasonable detail to the extent then known, and making a claim with respect thereto, on or prior to the Expiration Date will be deemed to preserve such Party’s claim after the Expiration Date with respect thereto until the final resolution of such claim. The covenants required to be performed prior to Closing shall survive the Closing and shall expire on the Expiration Date, and the covenants required to be performed from and after the Closing will survive the Closing until fully performed in accordance with their terms or for the periods set forth in such covenants. All claims for actual fraud or intentional misrepresentation shall survive the Closing hereunder until barred by the applicable statute of limitations.
Survival of Representations, Warranties, Agreements and Covenants. All representations and warranties of Seller hereunder shall survive the consummation of the transactions contemplated herein for a period of five (5) years and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of Buyer.
Survival of Representations, Warranties, Agreements and Covenants. All representations and warranties made by Seller Parties and Purchaser hereunder in connection with the transactions contemplated hereby shall survive the Closing and the delivery of any instrument of transfer and conveyance until the second anniversary of the Effective Date and shall terminate; provided, however, that the representations and warranties of the Seller Parties set forth in (i) Sections 12(a), (b), (c) and (f) shall have no expiration date, and (ii) Sections 12 (g), (k) and (l) shall survive until sixty (60) days after the applicable statute of limitations expires. The agreement and covenants of the parties set forth in this Agreement shall survive the Closing and continue until all obligations set forth therein shall have been performed and satisfied or suntil such agreements and covenants shall have terminated in accordance with their terms.
Survival of Representations, Warranties, Agreements and Covenants. (a) Each and every representation and warranty made by the Company, Merger Sub or Parent in this Agreement or in any exhibits, schedules, instruments of transfer or other documents delivered pursuant thereto or in connection therewith shall survive Closing, but, except as otherwise provided in this Section 14.1 or Article 13, shall terminate on the date that is twelve (12) months after the Closing Date, and thereafter shall be of no further force or effect.
