Nature and Survival. All statements contained in this Agreement or in any Exhibit attached hereto, any agreement executed pursuant hereto, and any certificate executed and delivered by any party pursuant to the terms of this Agreement, shall constitute representations and warranties of Company and Shareholders, jointly and severally, or of Pentegra, as the case may be. All such representations and warranties, and all representations and warranties expressly labeled as such in this Agreement shall survive the date of this Agreement and the Closing Date for a period of five (5) years following the Closing Date, except that (i) the representations and warranties with respect to environmental and medical waste laws and health care laws and matters shall survive for a period of fifteen (15) years and tax representations shall survive until one year after the expiration of the applicable statute of limitations. Each party covenants with the other parties not to make any claim with respect to such representations and warranties, against any party after the date on which such survival period shall terminate. No party shall be entitled to claim indemnity from any other party pursuant to SECTION 10.2 or 10.3 hereof, unless such party has timely given the notice required in SECTION 10.2, 10.3 or 10.4 hereof, as the case may be. Each party hereby releases, acquits and discharges the other party from any and all claims and demands, actions and causes of action, damages, costs, expenses and rights of setoff with respect to which the notices required by SECTION 10.2, 10.3 or 10.4, as applicable, are not timely provided.
Nature and Survival. (a) All representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive the Closing, the execution and delivery under this Agreement of any share or security transfer instruments or other documents of title to any of the Purchased Shares and the payment of the consideration for the Purchased Shares.
Nature and Survival. The covenants, representations and warranties of the parties hereunder and all documents delivered pursuant hereto shall survive the Closing for a period of twelve months following the Closing and all inspections, examinations or audits on behalf of the parties whether conducted before or after the Closing.
Nature and Survival. (a) All statements contained in any certificate or other instrument delivered by or on behalf of a Party pursuant to or in connection with the transactions contemplated in this Agreement shall be deemed to be representations and warranties made by such Party under this Agreement.
Nature and Survival. All representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive:
Nature and Survival. All statements contained in any certificate or other instrument delivered by or on behalf of Company or Seller pursuant to this Agreement or in connection with the transactions contemplated hereby shall be deemed representations and warranties by such party. All representations and warranties and agreements made by Company or Seller in this Agreement or pursuant hereto shall survive the Closing Date hereunder until the expiration of the 12th month following the Closing Date.
Nature and Survival. All representations and warranties contained in this Agreement on the part of each of the Parties shall survive the Closing, the execution and delivery under this Agreement of any bills of sale, instruments of conveyance, assignments or other instruments of transfer of title to any of the Purchased Assets and the payment of the consideration for the Purchased Assets for a period of two years from the Closing Date, with the exception of:
Nature and Survival. (a) Subject to Sections 3.8(b), 3.8(c) and 3.8(d), all representations, warranties and covenants contained in this Agreement on the part of each of the Parties shall survive the consummation of the Transaction.
Nature and Survival. Unless a party had knowledge of any misrepresentation or breach of warranty as of the Closing Date of the other party, all statements contained in this Agreement or in any Exhibit attached hereto, any agreement executed pursuant hereto, and any certificate executed and delivered by any party pursuant to the terms of this Agreement, shall constitute representations and warranties of the Company and the Shareholders, jointly and severally, or of Premier, as the case may be. All such representations and warranties, and all representations and warranties expressly labeled as such in this Agreement shall survive the date of this Agreement and for a period of one (1) year following the Closing Date. Each party covenants with the other parties not to make any claim with respect to such representations and warranties, against any party after the date on which such survival period shall terminate. After the Closing Date, with respect to all breaches of warranties and representations herein, each party's sole remedy with respect to a breach of a warranty and representation shall be indemnification pursuant to this Section 9.
Nature and Survival. All of the covenants and agreements of the parties contained in this Agreement or in any certificate or instrument executed and delivered in connection with this Agreement, shall survive the Closing until performed in accordance with their terms. All of the representations and warranties contained in this Agreement shall survive the Closing Date until the Indemnification Escrow Release Date; provided, however, that (i) the representations and warranties set forth in Section 3.13 (Taxes), Section 3.17 (Health Care Compliance), Section 4.18 (Health Care Compliance), Section 3.26 (Malpractice Claims) and Section 4.22 (Malpractice Claims) shall survive the Closing until 30 days after the date of expiration of the applicable statute of limitations (as the same may be extended under applicable Law), and (ii) the representations and warranties in Sections 2.1 (Power and Authority), 2.4 (Ownership of the Success Equity Interests), 2.6 (Commissions and Fees), 3.1 (Organization; Good Standing), 3.2 (Power and Authority for Transactions), 3.4 (Subsidiaries; Capitalization; and Affiliates) (other than the last sentence thereof), 3.14 (Commissions and Fees), 4.1 (Organization; Good Standing), 4.2 (Power and Authority), 4.4 (Capitalization), 4.5 (Greenbrook Shares as Consideration), and 4.15 (Commissions and Fees) shall survive indefinitely and not terminate (the “Fundamental Representations”); and provided further that the representations, warranties and indemnities for which an indemnification Claim shall be pending as of the end of the applicable period referred to above shall survive with respect to such Claim until the final disposition thereof. The representations and warranties in this Agreement shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party or be affected by the knowledge of any party seeking indemnification. No party shall be deemed to waive or have waived any Claim for indemnification under this Agreement by reason of its knowledge or reason to know of non-compliance, non-performance, inaccuracy or breach of any representation or warranty or any covenant or agreement of any other party.
