Survival of Certain Provisions of this Agreement Sample Clauses

Survival of Certain Provisions of this Agreement. Except as may otherwise be provided herein, each and all of the terms, provisions and covenants of this Agreement shall, for any and all purposes whatsoever, survive any termination of the Employment, subject to the limitations and conditions set forth in each separate provision, regardless of whether such termination is by the Employee, by the Company, by expiration or otherwise.
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Survival of Certain Provisions of this Agreement. Paragraphs 11, 12 and 14 of this Agreement shall survive any termination of this Agreement and Employee's employment, regardless of whether such termination was voluntary or involuntary; for Cause or without Cause; by voluntary resignation or involuntary discharge; by the Employee's death or disability; or otherwise.
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Survival of Certain Provisions of this Agreement. In consideration of the Agent and the Banks entering into this Agreement and the Agent, U.S. Bank, Norwest, BONY and The Chase Manhattan Bank entering into the Xxxx Xxxxxxxx Incorporated Credit Agreement, and making the loans and other credit accommodations available thereunder, the Borrower hereby irrevocably agrees as follows: (i) the Borrower's covenant under SECTION 9.8 of this Agreement shall survive until the last to occur of (a) the payment in full of all obligations of the Borrower to the Agent and/or the Banks under this Agreement, (b) the termination of the Commitment of the Banks to make loans and to issue letters of credit for the account of the Borrower under this Agreement, and (c) the payment in full of all obligations of Xxxx Xxxxxxxx Incorporated to the Agent, U.S. Bank, Norwest, BONY and The Chase Manhattan Bank under the Xxxx Xxxxxxxx Incorporated Credit Agreement, and (ii) the Borrower's covenants and obligations under SECTION 12.4 of this Agreement shall survive forever notwithstanding the repayment in full of all obligations of the Borrower to the Agent and/or or the Banks under this Agreement, the termination of the Commitment of the Banks to make loans and to issue letters of credit for the account of the Borrower under this Agreement and the payment in full of all obligations of Xxxx Xxxxxxxx Incorporated to the Agent, U.S. Bank, Norwest, BONY and/or The Chase Manhattan Bank under the Xxxx
Sample 1See All (4)
Survival of Certain Provisions of this Agreement. Except as may otherwise be provided herein, each and all of the terms provisions and covenants of each of paragraphs 1,4, 6, 7, 8, 9, 10 and 11 of this Agreement shall, for any and all purposes whatsoever, survive any termination oft he Employment, regardless of whether such termination is by the Employee, the Company, by expiration or otherwise.
Sample 1See All (4)
Survival of Certain Provisions of this Agreement. In the event of any termination of this Agreement pursuant to Section 5.2.1(a) [ECLAFE Material Breach], 5.2.1(c) or 5.2.2(i) [Bankruptcy], 5.2.2(ii) [Material Breach-Standstill], or 5.2.1(d) or 5.2.2(iii) [Change of Control]:
Sample 1
Survival of Certain Provisions of this Agreement. In the event of any termination of this Agreement pursuant to Sections 7.2(b) [Bankruptcy], (c) [Material Breach] or (d) [Change of Control]:
Sample 1
Survival of Certain Provisions of this Agreement. In the event of any termination of this Agreement pursuant to Section 5.2.1(a) [ECLAFE Material Breach], 5.2.1(c) or 5.2.2(i) [Bankruptcy], 5.2.2(ii) [Material Breach-Standstill], or 5.2.1(d) or 5.2.2(iii) [Change of Control]: (i) All provisions of Section 7.1 [Confidentiality] shall survive and continue to be binding on the Terminated Party in all respects for six years following such termination. (ii) All provisions of Section 7.1 (other than Sections 7.1(a)(1) and (a)(3)) shall survive and continue to be binding on the Terminating Party for six years following such termination, provided that if the Terminated Party's Interests and ECLAFE Termination Assets, if any, are not acquired by the Terminating Party, all provisions of Section 7.1 shall survive and continue to be binding on the Terminating Party for six years following such termination. (iii) [***] (iv) All other provisions of Section 4.4 shall survive and continue to be binding on the Terminated Party and its Affiliates (including any acquiring or surviving entity in the event of a Change of Control), but only with respect to Pre-Termination Substances, until the later of (A) four years following such termination or (B) with respect to the Core Countries, Australia and Canada, four years after the Launch of a Combination Product in such country, provided that the maximum survival period under this clause (B) shall be five years after termination of this Agreement. (v) All provisions of Sections 6.1, 6.2, 6.4 and 6.5 shall survive for two years following termination. -72- <PAGE> (c)
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Related to Survival of Certain Provisions of this Agreement

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.

  • Indemnification; Survival of Certain Provisions The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter applicable to this Agreement (regardless of whether indemnified against pursuant to said Sections or in such Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Intercreditor Agreement or any Financing Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter applicable to this Agreement or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

  • Breach of Certain Provisions Failure of Borrower to perform or comply with any term or condition contained in that portion of subsection 2.2 relating to Borrower's obligation to maintain insurance, subsection 2.3, Section 3 or Section 4; or

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable.

  • Termination of Certain Provisions To the extent any covenant, representation, obligation or consent requirement herein is said to be for the benefit of the Lenders or of the Collateral Agent, such provision shall, with respect to the Lenders or the Collateral Agent, be deemed to terminate upon the payment of all outstanding Loans and the termination of the Credit Agreement.

  • Presumptions and Effect of Certain Proceedings (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

  • Survival of Warranties and Certain Agreements A. All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the making of the Loans hereunder, the execution and delivery of the Notes and the issuance of the Letters of Credit.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

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