Survival of Representations and Covenants. All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.
Survival of Representations and Covenants. All of the representations and warranties in Section 4.1 hereof and elsewhere in the Borrower Loan Documents (i) shall survive for so long as any portion of the Borrower Payment Obligations remains due and owing and (ii) shall be deemed to have been relied upon by the Governmental Lender and the Servicer notwithstanding any investigation heretofore or hereafter made by the Governmental Lender or the Servicer or on its or their behalf, provided, however, that the representations, warranties and covenants set forth in Section 4.1.31 hereof shall survive in perpetuity and shall not be subject to the exculpation provisions of Section 11.1 hereof.
Survival of Representations and Covenants. All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall survive the Closing.
Survival of Representations and Covenants. Provided that the transactions contemplated hereby have been consummated, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent and each Pass Through Trustee, and the Company’s, the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and each Pass Through Trustee’s obligations under any and all thereof, shall survive the expiration or other termination of this Note Purchase Agreement and the other agreements referred to herein.
Survival of Representations and Covenants. (a) The covenants and agreements of each Party shall survive the Closing for the periods specified in such covenants and agreements, or if no period is specified, until the first anniversary of the Closing. The representations and warranties of each Party shall survive until the Closing and the full and irrevocable performance of all of the obligations by each such Party hereunder.
Survival of Representations and Covenants. (a) The representations, warranties, covenants and obligations of each party shall survive (without limitation):
Survival of Representations and Covenants. All representations, warranties and covenants of the Grantor contained herein shall survive the execution and delivery of this Agreement and the termination of this Agreement.
Survival of Representations and Covenants. All ----------------------------------------- representations, warranties, covenants and agreements of RTI contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of Mpath until the end of the Escrow Period. If Escrow Shares or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Shares or other assets relate. All representations, warranties, covenants and agreements of Mpath contained in this Agreement shall terminate as of the Effective Time, provided that the covenants -------- and agreements contained in Sections 6.5, 6.6, 6.7, 6.8, 6.9 and 9.3 shall survive the Closing and shall continue in full force and effect.
Survival of Representations and Covenants. (a) The representations and warranties made by Xxxxx, the Signing Stockholders, Purchaser and Merger Sub in this Agreement (including without limitation the representations and warranties set forth in Sections 2, 3 and 4) shall survive the Closing and shall expire on the earlier of (i) the date of issuance of an audit report with respect to financial statements which both contain combined operations of Purchaser and Xxxxx and include the Closing Date or (ii) ninety (90) days after the Closing Date (the "Expiration Date"); provided, however, that (x) notwithstanding the foregoing, the Xxxxx Specified Representations (other than Section 2.4), the Signing Stockholder Specified Representations and the Purchaser Specified Representations (other than Section 4.4) shall survive the Closing for the applicable statute of limitations and (y) if, at any time prior to the expiration of a representation or warranty made by Xxxxx or any of the Signing Stockholders, any Purchaser Indemnitee (acting in good faith) delivers to a Signing Stockholder obligated to provide indemnity under this Section 12 in respect of such representation or warranty a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Sections 12.2 or 12.4 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive against the Signing Stockholder to whom such notice was delivered until such time as such claim is fully and finally resolved and (z) if, at any time prior to the expiration of a representation or warranty made by Purchaser or Merger Sub, any Stockholder Indemnitee (acting in good faith) delivers to Purchaser a written notice that complies with the applicable provision of Sections 12.10 or 12.12 alleging the existence of a Breach of such representation and warranty and asserting a claim for recovery under Section 12.5 based on such alleged inaccuracy or other Breach, then the claim asserted in such notice shall survive until such time as such claim is fully and finally resolved.
Survival of Representations and Covenants. All representations, covenants and certifications of the City and the Trustee contained in this Tax Agreement or in any certificate or other instrument delivered by the City or the Trustee under this Tax Agreement, will survive the execution and delivery of such documents and the approval and delivery of the Lease and Certificates, as representations of facts existing as of the date of execution and delivery of the instruments containing such representations. The foregoing covenants of this Section will remain in full force and effect notwithstanding the defeasance of the Lease.
