Survival of Representations and Warranties and Other Obligations Sample Clauses

Survival of Representations and Warranties and Other Obligations. All representations and warranties in this Agreement, the Disclosure Schedule and any other certificate or document delivered pursuant to this Agreement, and the indemnification obligations of Selling Shareholder related to Excluded Liabilities, will survive the Closing for a period of thirty six (36) months except under 2.05A for which the period is five (5) years after Closing . Notwithstanding the foregoing, the representations and warranties in Section 4.10 shall survive the Closing Date and shall expire at the same time as the applicable statute of limitations (including any extensions thereof) with respect to each Tax has expired (the representations, warranties, agreements and covenants referred to in this sentence, are referred to as “Excluded Matters”).
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Survival of Representations and Warranties and Other Obligations. No representations and warranties made by the parties in this Agreement or in any certificate, schedule, statement, document or instrument required to be furnished hereunder or in connection herewith shall survive the Closing.
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Survival of Representations and Warranties and Other Obligations. The representations and warranties of Xxxxxxx and Seller in Sections 4.1 (Corporate Status), 4.2 (Authority) and 4.5 (Capitalization) (the "Fundamental Representations") shall survive the Closing and continue in full force and effect forever. The representations and warranties of Xxxxxxx and Seller in Sections 4.12 (Environmental and Health and Safety Matters) and 4.15 (Taxes) (the "Extended Representations") shall survive the Closing and continue in full force and effect until the date 30 days after the expiration of the applicable statute of limitations. The representations and warranties of Xxxxxxx and Seller in Section 4.14 (Employee Matters and Benefit Plans) shall survive the Closing and continue in full force and effect until the earlier of (i) the date 30 days after the expiration of the applicable statute of limitations, or (ii) the date six (6) years after the Closing Date. The representations and warranties of Xxxxxxx and Seller in Section 4.13 (Compliance with Law) shall survive the Closing and continue in full force and effect until the third anniversary of the Closing Date. Each covenant and other agreement in this Agreement shall survive the Closing and continue in full force and effect until the date 30 days after the expiration of the applicable statute of limitations. The right of the Purchaser Indemnified Parties to indemnification pursuant to clause (f) of Section 10.2 shall survive the Closing and continue in full force and effect until the fifth anniversary of the Closing Date. All other representations and warranties in this Agreement shall survive the Closing and continue in full force until the date eighteen months after the Closing Date. The right of the Purchaser Indemnified Parties to indemnification pursuant to clauses (a), (b), (c), and (d) of Section 10.2 below shall each survive the Closing and continue in full force until the date 30 days after the expiration of any applicable statute of limitations. The right of the Seller Indemnified Parties to indemnification pursuant to the last sentence of Section 10.3 below shall survive the Closing and continue in full force until the date 30 days after the expiration of any applicable statute of limitations.
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Survival of Representations and Warranties and Other Obligations. (a) All representations and warranties made by the parties in this Agreement or in any certificate, schedule, statement, document or instrument required to be furnished hereunder or in connection herewith shall survive the Closing, notwithstanding any investigation made by, or knowledge of, the party or parties to whom such representations are made, until the earlier to occur of (i) the receipt by Parent of its audited financial statements for fiscal year 1999 and (ii) the first anniversary of the Closing Date (except for representations and warranties set forth in Sections 3.1.7 and 3.1.9, which shall remain in effect until such date and thereafter until terminated in accordance with any applicable statute of limitations). If written notice of a claim for a breach of a representation or warranty has been given by a party prior to the applicable cut-off date, then the relevant representation or warranty shall survive as to such claim until the claim has been finally resolved.
Sample 1
Survival of Representations and Warranties and Other Obligations. Except as otherwise set forth in this Section 8.1, (a) all of the representations and warranties of the Holder, the Purchaser and the Parent contained in this Agreement or any other agreement, schedule or certificate delivered by the Holder, the Purchaser or the Parent pursuant to this Agreement, (b) the obligations of the Holder to the Purchaser Indemnified Parties under Section 8.2(a)(i)-(iv), and (c) the obligations of the Purchaser and the Parent to the Holder Indemnified Parties under Section 8.2(b), shall survive for twenty-four (24) months after the Closing Date. If a party hereto determines that there has been a breach by any other party hereto of any such representation or warranty or other obligation of the Holder, the Purchaser or the Parent and notifies the breaching party in writing prior to the expiration of the survival period applicable to such representation and warranty or other obligation (which notice shall identify the nature of such claim with reasonable specificity and such party’s reasonable estimate of the value of such claim), such representation or warranty or other obligation and liability therefor shall survive, but only with respect to the specified breach or other obligation which is specified in such notice, until such breach has been resolved, but no party shall have any liability after such twenty-four (24) month period for any alleged breaches of representations and warranties or other obligation not specifically specified in a writing delivered within such twenty-four (24) month period. Notwithstanding any term in this Section 8.1, (a) claims related to any intentional misrepresentation or fraud by the Holder, the Purchaser or the Parent in connection with this Agreement and the Transactions shall survive until the date that is sixty (60) days after the expiration of the respective applicable statute of limitations for such item, (b) the obligations of the Holder to the Purchaser Indemnified Parties with respect to Intellectual Property Damages shall survive for twelve (12) months after the Closing Date, (c) the obligations of the Holder to the Purchaser Indemnified Parties with respect to Lost Profit Damages shall survive for six (6) months after the Closing Date, (d) the representations and warranties contained in Sections 3.2 (Organization and Standing), 3.3 (Authority for Agreement), 3.9 (Brokers or Agents), 3.11 — 3.18 (
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Related to Survival of Representations and Warranties and Other Obligations

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that:

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

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