Survival of Representations and Warranties Claims Sample Clauses

Survival of Representations and Warranties Claims. The representations and warranties of the parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement.
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Survival of Representations and Warranties Claims. 5.1.1. The representations and warranties contained in Articles III and IV of this Agreement shall be true and correct on the Closing Date and shall survive the Closing Date as though made on the Closing Date, regardless of any investigation made by or on behalf of the parties to this Agreement. DuPont shall be liable to Pioneer and the Venture for any Claims or Damages for breach or misrepresentation of any of the representations and warranties in Article IV of this Agreement, but only after the amount of such Claims and Damages in the aggregate exceeds One- million Dollars ($1,000,000) and then only to the extent that any such Claim or Damages shall exceed Twenty-five Thousand Dollars ($25,000). Pioneer shall be liable to DuPont and the Venture for any Claims or Damages for breach or misrepresentation of any of the representations and warranties in Article III of this Agreement but only after the amount of such Claims and Damages in the aggregate exceeds One Million Dollars ($1,000,000) and then only to the extent that any such Claim or Damages shall exceed Twenty-five Thousand Dollars ($25,000).
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Survival of Representations and Warranties Claims. The representations and warranties of Purchaser and Seller contained in this Agreement shall survive the Closing until the third anniversary thereof; provided, however, that (a) the representations and warranties of Seller dealing with Tax matters shall survive as provided in Section 6.3, (b) the representations and warranties of Seller contained herein relating to Environmental Matters shall survive the Closing indefinitely, except that to the extent such representations and warranties relate to on-site conditions not Known to Seller at Closing, then as to such on-site conditions not Known to Seller at Closing such representations and warranties shall survive the Closing until the sixth anniversary thereof and the Liabilities relating to or arising out of such on-site conditions not Known to Seller at Closing shall be allocated between Seller and Purchaser in accordance with the provisions of Section 11.4, and (c) the representations and warranties of Seller contained herein relating to Unwanted Property shall survive the Closing indefinitely. Neither the period of survival nor the liability of Seller with respect to Seller's representations and warranties shall be reduced by any investigation, whether pursuant to Section 5.1 or otherwise, made at any time by or on behalf of Purchaser. If written notice of a claim for indemnification hereunder has been given in good faith by a party prior to the expiration of the applicable period of survival of the representations and warranties on which such claim is based, then the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved.
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Survival of Representations and Warranties Claims 
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Related to Survival of Representations and Warranties Claims

  • Survival of Representations and Warranties, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • 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.

  • 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; 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.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • No Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

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

  • 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 Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • 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.

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