Survival of Covenants; Assignability of Rights. All covenants and agreements of the Company or IXC made herein shall survive until fully discharged; provided, however, that notwithstanding any provision of this Agreement to the contrary, in no event shall IXC be entitled to any registration rights hereunder to the extent that it could sell pursuant to Rule 144(k) under the Securities Act Registrable Securities which it desires to register under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3 hereof or at any time after one year following the date at which the IRU Agreement is no longer in effect. This Agreement may not be assigned by IXC except as set forth in Section 2.6. All covenants and agreements of the Company herein shall bind the Company's successors and assigns, whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants and agreements shall inure to the benefit of IXC's successors and assigns.
Survival of Covenants; Assignability of Rights. (a) All representations and warranties of the Company contained herein or in any of the other Agreements or in any certificate or other instrument delivered by the Company pursuant to the Agreements or in connection with the transactions contemplated hereby or thereby shall survive the closing.
Survival of Covenants; Assignability of Rights. All covenants, ---------------------------------------------- agreements, representations and warranties of the Company made herein and to be performed prior to or at the Closing and in the certificates, lists, exhibits, schedules or other written information delivered or furnished by or on behalf of the Company to any Investor in connection herewith shall be deemed material and to have been relied upon by such Investor, and, except as otherwise provided in this Agreement, shall survive the delivery of the Shares and shall bind the Company's successors and assigns, whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investors' successors and assigns and to transferees of the Securities, whether so expressed or not.
Survival of Covenants; Assignability of Rights. All covenants, agreements, representations and warranties of the Company made herein, except as provided otherwise in this Agreement, shall survive the delivery of the Securities and shall bind the Company and their respective successors and assigns, whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Purchasers' successors and assigns and to transferees of the Stock, whether so expressed or not.
Survival of Covenants; Assignability of Rights. (a) All covenants, agreements, representations and warranties of the Company made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished in connection therewith and herewith, except as provided otherwise in this Agreement, shall survive the delivery of the Securities and shall bind the Company's successors and assigns, whether so expressed or not, and, except as provided otherwise in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investor's successors and assigns and to permitted transferees of the Securities, whether so expressed or not.
Survival of Covenants; Assignability of Rights. (a) All covenants, agreements, representations and warranties of the Company made herein and to be performed prior to or at the Initial Closing and Subsequent Closings, if any, and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to any Lender or to the Investors pursuant to the terms of this Agreement shall survive the delivery of the Debentures and the sale of the Investor Units and shall bind the Company's successors and assigns, whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Lenders' and Investor's successors and assigns and to transferees of the Debentures and the Investor Units (or any securities received upon conversion thereof), whether so expressed or not. Upon the consummation of an initial public offering by the Company which has been consented to by the Lenders and the Investors and in connection with which the Debentures and the Investor Units are converted into common stock in accordance with Section 7.01 of the LLC Agreement, all of the provisions of this Agreement shall terminate and be of no further force and effect, except that the provisions of Sections 5.1 and 10 shall survive after such conversion; provided that any financial information provided to the Lenders and the Investors after an initial public offering should be limited to the information provided to other public shareholders, unless otherwise requested by any of the Lenders or the Investors. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, all representations and warranties of the Company contained or referenced in Section 2 hereof shall survive only for a period of two (2) years from the later of (i) Initial Closing Date and (ii) the date of each Subsequent Closing, if any, and any claim based upon any misrepresentations or breach of warranty by the Company under Section 2 must be made within such period.
Survival of Covenants; Assignability of Rights. 7.5.1. All covenants, agreements, representations and warranties of the Company made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished in connection therewith and herewith, except as provided otherwise in this Agreement, shall survive the delivery of the Purchased Shares and shall bind the Company's successors and assigns, whether so expressed or not, and, except as provided otherwise in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investor's successors and assigns and to permitted transferees of the Purchased Shares under the Shareholders Agreement, whether so expressed or not.
Survival of Covenants; Assignability of Rights. (a) All covenants, agreements, representations and warranties of the Company made herein and to be performed prior to or at the Closing and in the certificates, lists, exhibits, schedules or other written information delivered or furnished by or on behalf of the Company to any Investor in connection herewith shall be deemed material and to have been relied upon by such Investor, and, except as otherwise provided in this Agreement (including, with respect to representations and warranties, paragraph (b) below), shall survive the delivery of the Class B Convertible Preferred Stock and shall bind the Company's successors and assigns, whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investors' successors and assigns and to transferees of the Securities, whether so expressed or not. The representations and warranties made by the Investors in Section 5 of this Agreement shall survive the delivery of the Class B Convertible Preferred Stock and shall bind the Investors' successors and assigns and shall inure to the benefit of the Company's successors and assigns.
Survival of Covenants; Assignability of Rights. Except as provided below, all covenants, agreements, representations and warranties of the Company made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to the Investor in connection herewith shall be deemed material and to have been relied upon by the Investor, and, except as provided otherwise in this Agreement, shall survive the delivery of the Shares, and shall bind the Company’s successors and assigns. This Agreement shall not be assigned by either party without the prior written consent of the other parties hereto, except the Investor may assign this agreement to one or more affiliates or subsidiaries of the Investor.
Survival of Covenants; Assignability of Rights. The representations, warranties, covenants and agreements made by the parties hereto in this Agreement or any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing. Any investigation or other examination that may have been made at any time by or on behalf of the party to whom representations and warranties are made shall not limit, diminish or in any way affect the representations and warranties in this Agreement, and the parties may rely on the representations and warranties in this Agreement irrespective of any information obtained by them by any investigation, examination or otherwise.
