5Survival Sample Clauses

5Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto that shall have accrued prior to such expiration or termination or that by their express terms survive the expiration or termination of the Term.

5Survival. This Agreement shall continue in effect after termination to the extent necessary to provide for final ▇▇▇▇▇▇▇▇ and payments and for costs incurred hereunder; including ▇▇▇▇▇▇▇▇ and payments pursuant to this Agreement; to permit the determination and enforcement of liability and indemnification obligations arising from acts or events that occurred while this Agreement was in effect; and to permit Developer and Affected Transmission Owner each to have access to the lands of the other pursuant to this Agreement or other applicable agreements, to disconnect, remove or salvage its own facilities and equipment.

5Survival. (a) The liability of Sellers for the breach of any of the representations and warranties of Sellers set forth in Sections 3.1, 3.2, 3.3, 3.4 and 3.10 (the “Fundamental Representations”) shall be limited to claims for which the Partnership Parties deliver written notice to Sellers on or before the Identification Deadline. The liability of Sellers for the breach of any of the representations and warranties of Sellers set forth in Article III (other than the Fundamental Representations and the representations and warranties set forth in Section 3.9) shall be limited to claims for which the Partnership Parties deliver written notice to Sellers on or before the date that is 18 months after the Closing Date. The liability of Sellers for Losses for claims related to or arising from Taxes (including, without limitation, Losses for claims for breach of the representations or warranties in Section 3.9) shall be limited to claims for which the Partnership Parties deliver written notice to Sellers on or before the date that is ninety (90) days after the expiration of the applicable statute of limitations for assessment of the applicable Tax. (b) The liability of the Partnership Parties for the breach of any of the representations and warranties of the Partnership Parties set forth in Article IV shall be limited to claims for which Sellers deliver written notice to the Partnership Parties on or before the date that is 18 months after the Closing Date.

5Survival. The provisions of this Section, including ▇▇▇▇▇▇▇’s ROFR and security interest, shall survive expiration or termination of this Agreement for any reason.

5Survival. The restrictions contained in Sections 11.1 through 11.4 will survive the termination or expiration of this Agreement for a period of six (6) years from the date of such termination or expiration, and the License contained in Section 11.5 shall survive with respect to each of PEDCO and MIEJ, respectively, following termination or expiration of this Agreement until the earlier to occur of (i) the date that such Unitholder is no longer a Unitholder of the Company, or (ii) the date that the Company has an IPO.

5Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director, or controlling person of such Indemnified Party and shall survive the transfer of securities. ​

5Survival. The provisions of this Section 9 will survive the expiration or termination of this Lease.

5Survival. The following provisions shall survive the expiration or termination of this Agreement: Article 1 (Definitions) (solely to the extent necessary to give meaning to other surviving sections), Section 0 (Delivery) and Section 0 (Risk of Loss) (in each case, solely with respect to Products and Materials remaining at the Facility following the effective date of expiration or termination), Section 5.2 (Payment) and Section 5.3 (Taxes and Other Charges) (in each case, solely with respect to payment obligations accruing prior to expiration or termination), Section 7.5 (Samples and Record Retention), Section 7.7(Recalls and Seizures), Section 9.1 (Ownership), Section 11.1 (Indemnification), Section 11.3 (Limitations on Liability), Section 11.4 (Insurance) (until the expiry of the approved shelf life of the last Batch of the bulk Product delivered to Customer under this Agreement), Section 12.4 (Effects of Termination), this Section 12.5 (Survival), Article 13 (Confidentiality), Article 15 (Notices) and Article 16 (General). Without limiting the foregoing, all of Supplier’s obligations under this Agreement relating to compliance with cGMP in respect of the Materials and Products shall continue in force following expiration or termination of this Agreement according to the requirements of cGMP.

5Survival. All provisions hereof shall survive close of escrow and shall not merge into the Deed.