INDEFINITE SURVIVAL Sample Clauses

INDEFINITE SURVIVAL. This Section 6.2.5 shall survive the Closing indefinitely.
Sample 1
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INDEFINITE SURVIVAL. After the Term, the following provisions shall survive (subject to any express limitations on the time period of survival set forth in this Agreement): Section 3.6 (Ownership and Use of Information); Section 3.15 (Merchandise Liability); Section 3.24 (Sales Tax Recovery); Section 7.1 (Chargebacks); Article VIII (UCC Filings); Section 10.4(b) (Liquidation); Section 10.5 (Survival); Article XI (Indemnification); Section 12.8 (Governing Law/Severability); Section 12.12 (Jurisdiction); Section 12.13 (Adjudication of Claims); Section 12.15 (Power of Attorney); Section 12.16 (Use of Names and Trademarks); Section 12.17 (Confidential Information); Section 12.22 (Press Releases); Section 12.26 (Tax and Financial Cooperation); Section 12.28 (Set-Off); Section 4(b) (Return of Materials) of Schedule 3.2(e) (Software as a Service); Section 5(c) of Schedule 3.9 (Store Closings; Going Out of Business Sales) (with respect to Bank’s right to exercise its Liquidation rights without respect to any limitation in regards to JCPenney Competitors); Schedule 3.18(b) (Dispute Resolution); Section 5 (Reserve Account) of Schedule 4.1 (Settlement); the provisions of the Agreement related to acceptance of Credit Cards shall survive during the Liquidation Period if JCPenney is required to accept Credit Cards during such period, except as expressly provided; and any other provision that expressly applies after the Term. For the avoidance of doubt, any Schedule related to a Section shall survive if a Section survives. ARTICLE XI
Sample 1

Related to INDEFINITE SURVIVAL

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

  • Survival Period The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.15 (Tax Returns; Taxes), Section 4.27 (Brokers, Finders and Investment Bankers) and Section 5.1 (Authorization and Validity of Agreement) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; provided, further, that the representations and warranties contained in Section 4.15 (Tax Returns; Taxes) shall survive only until the date that is sixty (60) days after the expiration of the applicable statute of limitations. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

  • 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 The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Term; Survival The terms of this Agreement shall be effective as of the Effective Date and continue until such time as the obligations hereunder are fully satisfied; provided, however, that the terms, conditions and obligations of Sections 4, 5, 6, 7, 9, 12, 17, 18 and 19 of this Agreement and this Section 8 shall survive the termination of this Agreement.

  • Term and Survival a) Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company’s Offering (the “Initial Term”) unless either party requests termination at least 30 days prior to the end of the then-current term.

  • Term Termination and Survival This Agreement shall become effective when signed below and shall continue in effect until terminated. Either Party may terminate this Agreement at-will with thirty (30) day’s written notice to the other Party. Termination shall not relieve the Parties from any debt or liability incurred hereunder while the Agreement was active; and all terms and conditions of this Agreement intended to protect the Parties and their records and regulate disputes, grievances or complaints between them shall survive any termination.

  • Termination; Survival This Agreement shall terminate at such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated or expired or been canceled (other than Extended Letters of Credit in respect of which the Borrower has satisfied the requirements to provide Cash Collateral as required in Section 2.4.(b)), (c) none of the Lenders is obligated any longer under this Agreement to make any Loans and no Issuing Bank is obligated any longer under this Agreement to issue Letters of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full. The indemnities to which the Administrative Agent, the Issuing Banks and the Lenders are entitled under the provisions of Sections 3.10., 5.1., 5.4., 12.6., 13.2. and 13.9. and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 13.4., shall continue in full force and effect and shall protect the Administrative Agent, the Issuing Banks and the Lenders (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

  • No Survival None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger, except for covenants and agreements which contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time.

  • Severability and Survival To the extent any provision of this paragraph 28 is found to be unenforceable, it will be severed so the parties’ intent to arbitrate will survive and arbitration will proceed without such provision . All of the terms and provisions of this paragraph 28 will survive the termination or expiration of this Agreement.

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