Coordination and Survival Sample Clauses

Coordination and Survival. Claims for indemnification with respect to Taxes (other than in respect of any claim for misrepresentation or breach of warranty made by Seller under Section 3.13(e) or Section 3.22(k), which shall be governed exclusively by Article 11) shall be governed by this Article 8 and not Article 11. Notwithstanding anything in this Agreement to the contrary, the covenants and agreements contained in this Article 8 and the representation contained in Section 3.13(e) shall survive for ninety (90) days following the full period of all statutes of limitations (giving effect to any waiver, mitigation or extension thereof).
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Coordination and Survival. (a) In the event of a conflict or overlap between the provisions of Article 9 and this Article 10, the provisions of this Article 10 shall control.
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Coordination and Survival. Any claim for indemnification with respect to Taxes, including claims for indemnification with respect to any breach of the representations in Section 3.14 or any breach of any other representation or covenant with respect to or arising from, Taxes under this Agreement, shall be governed by this Article 8 and not by Article 11. Notwithstanding anything in this Agreement to the contrary, the representations and warranties in Section 3.14 and the covenants and agreements contained in this Article 8 shall survive until thirty (30) days after the period of the applicable statute of limitations has expired.
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Coordination and Survival. (i) (A) The indemnification provisions set forth in this Section 5.10 are the exclusive remedy for obligations of the parties arising under this Agreement relating to Tax matters, (B) the procedures relating to claims for indemnification with respect to Taxes shall be governed exclusively by this Section 5.10, and (C) the provisions of Article VIII (other than Sections 8.3(c), 8.5, 8.6 and 8.7) shall not apply to Tax matters.
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Related to Coordination and Survival

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement.

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

  • Survival of Representations, Etc All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Loan Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations of the Lenders in Section 8.05 shall survive any termination of this Agreement and repayment in full of the Obligations.

  • Nature and Survival of Representations All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

  • Severability; Waiver; and Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

  • Nature and Survival of Representations and Warranties All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

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