Survival of Representations, Warranties and Sample Clauses

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 Shareholders herein and in the certificates representing the Registrable Securities delivered pursuant hereto shall survive the execution of this Agreement, the delivery to the Shareholder of the Registrable Securities and the consummation and closing of the Merger Agreement.
Sample 1
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Survival of Representations, Warranties and. Survival of Certain Covenants after the Effective Time. The representations and warranties made herein by the parties shall not survive beyond the Effective Time or a termination of this Agreement in accordance with its terms; provided, however, with respect to the Indemnifying Shareholders, the representations and warranties shall survive solely with respect to the Indemnifying Shareholders' indemnification obligations under Article XII. The covenants contained in Sections 9.5, 9.7, 13.2, 13.4, 13.5, 13.6, 13.7, 13.8, 13.9 and 13.10 shall survive the Effective Time.
Sample 1
Survival of Representations, Warranties and. Covenants. All representations, warranties agreements and --------- covenants of the parties hereto which are contained in this Agreement, together with the exhibits and other documents delivered pursuant hereto, shall survive the Closing and remain operative and in full force and effect, regardless of any investigation heretofore or hereafter made by or on behalf of any of the parties hereto; provided, however, that -------- ------- the obligations of the parties for any breach of any representation, warranty, agreement or covenant made by them herein or therein shall survive the Closing only until the first anniversary of the Closing Date, and no claim thereon may first be asserted after that time, except that (a) the obligations of the parties for any breach of any representation, warranty, agreement or covenant set forth in Sections 4.22, 8.6, 9.4(a), 9.4(b), 9.4(c) and 9.4(d) and the last sentence of Section 8.4 shall survive the Closing only until the third anniversary of the Closing Date, and no claim thereon may first be asserted after that time; (b) the obligations of the parties for any breach of any representation, warranty, agreement or covenant set forth in Section 8.5 shall survive the Closing only until the fifth anniversary of the Closing Date, and no claim thereon may first be asserted after that time; and (c) the obligations of the parties for any breach of any representation, warranty, agreement or covenant set forth in Sections 4.2, 4.3, 4.10, 5.2, 5.3, 9.4(e), 10.1, 10.2, 10.3, and 10.4 and Articles XI and XII hereof shall survive the Closing forever. -62-
Sample 1
Survival of Representations, Warranties and. Covenants. All covenants contained in this Agreement (including --------- in any certificates delivered hereunder) shall survive the Closing or, in the case of Section 9, Section 13 and Section 14 hereof, the sooner termination of this Agreement. Notwithstanding the Closing, or the sooner termination of this Agreement or any investigation at any time made by or on behalf of either party, UAL or the Trustee shall be liable for damages arising from its breaches of representations or warranties under this Agreement (including in any certificates delivered hereunder) which breaches shall not be considered waived by consummation of the transactions contemplated hereby, provided, however, that UAL and the Trustee shall be liable only to the extent that notice therefor is asserted by the other in writing and delivered prior to the expiration of forty-two (42) months from the Closing or sooner termination of this Agreement.
Sample 1
Survival of Representations, Warranties and. Covenants. The Parties, intending to modify any applicable statutes of limitations, agree that (a) the representations and warranties of Seller in this Agreement (other than the Fundamental Representations) shall not survive Initial Closing, (b) the Fundamental Representations shall survive the applicable Closings for a period of two (2) years following the Initial Closing (the “Survival Period”), (c) the representations and warranties of Buyer set forth in Section 4.3 shall not survive the Initial Closing, (d) the representations and warranties of Buyer in this Agreement (other than the representations set forth in Section 4.3) shall survive the applicable Closing for the Survival Period, (e) the covenants and agreements of the Parties contained in this Agreement that by their terms are to be performed or complied with on or prior to the applicable Closing shall not survive the applicable Closing and (f) the covenants and agreements of the Parties contained in this Agreement that by their terms are to be performed after the applicable Closing shall survive until fulfilled in full or otherwise in accordance with its respective terms.
Sample 1
Survival of Representations, Warranties and. INDEMNIFICATIONS. All representations, warranties and indemnifications under this Agreement shall survive the termination of this Agreement and shall be deemed given and shall not be diminished by any or all underwriting or processing of information, data or documents or the omission to underwrite or process said information, data or document supplied to Buyer under this Agreement.
Sample 1
Survival of Representations, Warranties and 
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Related to Survival of Representations, Warranties and

  • Survival of Representations, Warranties, Etc Each of the representations, warranties, agreements, covenants and obligations herein is material and shall be deemed to have been relied upon by the other party or parties and shall survive indefinitely after the date hereof and after the Closing and shall not merge in the performance of any obligation by any party hereto. All rights to indemnification contained in this Agreement shall survive the Closing indefinitely.

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • 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 Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Non-Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Survival of Representations Warranties and Covenants Indemnification 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.

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