Survival of Representations and Warranties; Indemnification; Limitation of Liability Sample Clauses

Survival of Representations and Warranties; Indemnification; Limitation of Liability. 7.1 The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect until the first anniversary of the Closing Date, except for representations and warranties contained in Section4.4(a), 4.7, 4.12 and 4.12, which are of unlimited duration. The termination of any such representation and warranty, however, shall not affect any claim for breaches of representations or warranties if written notice thereof is given to the breaching party or parties prior to such termination date.
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Survival of Representations and Warranties; Indemnification; Limitation of Liability. 70 Section 7.01 Non-Survival of Representations and Warranties of Sellers; Survival of Representations and Warranties of Purchaser; Survival of Covenants and Sellers’ Indemnification Obligations 70 Section 7.02 Indemnification Obligations 71 Membership Interest Purchase and Sale Agreement (Project Dome II) TABLE OF CONTENTS Continued Page Section 7.03 Process for Indemnification Claims 72 Section 7.04 Matters Involving Third Parties 72 Section 7.05 Limitation of Liability 74 Section 7.06 Direct Claims 74 Section 7.07 Determination of Loss Amount 75 Section 7.08 Acknowledgment of Purchaser 75 Section 7.09 Further Limitation 76 Section 7.10 Duty to Mitigate 76 Section 7.11 Exclusivity of Remedies 76 Section 7.12 Tax Treatment 76 ARTICLE VIII TERMINATION 76 Section 8.01 Termination 76 Section 8.02 Effect of Termination 78 Section 8.03 Expense Reimbursement 78 ARTICLE IX MISCELLANEOUS 79 Section 9.01 Assignment; No Third Party Beneficiaries 79 Section 9.02 Notices 81 Section 9.03 Choice of Law; Venue; Jurisdiction 83 Section 9.04 Entire Agreement; Amendments and Waivers 84 Section 9.05 Severability 85 Section 9.06 Time of Essence 85 Section 9.07 Multiple Counterparts 85 Section 9.08 Expenses 85 Section 9.09 Burden and Benefit 85 Section 9.10 Conflicts and Privilege 85 Section 9.11 No Recourse 86 Section 9.12 Director and Officer Indemnification 86 Section 9.13 Cumulative Remedies 86 Section 9.14 No Partnership or Joint Venture 86 Section 9.15 No Merger 86 Section 9.16 Specific Performance 86 Section 9.17 Additional Fees 87 Membership Interest Purchase and Sale Agreement (Project Dome II) Exhibits and Schedules Exhibits: Exhibit A Assignment of Membership Interests Exhibit B FIRPTA Certificate Exhibit C-1 Assignment of Agreement (Pre-Closing) Exhibit C-2 Assignment of Agreement (Post-Closing) Exhibit D Escrow Agreement Exhibit E [Reserved.] Exhibit F Back-to-Back Letter of Credit Documentation Exhibit G R&W Binder Agreement Exhibit H Estoppel Certificate Schedules: Schedule 1.01(a) Illustrative Example of Net Working Capital Schedule 1.01(b) Permitted Liens Schedule 1.01(d) Sellers’ Knowledge Schedule 1.01(e) Severance Arrangements Schedule 1.01(f) Exempt Employees Schedule 1.01(g) Annual Shutdown Costs Schedule 2.02(a) Illustrative Example of Purchase Price Calculation and Closing Statement Schedule 2.03(c) Indebtedness of the Acquired Entities Schedule 2.04(b) Closing Statement Documents Schedule 2.06(a) Anti-Leakage Actions Schedule 2.06(b)(iv) Resigning Off...
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Related to Survival of Representations and Warranties; Indemnification; Limitation of Liability

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

  • 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 Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

  • 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 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.

  • 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 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.

  • Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).

  • 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.

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