Caliper Sample Clauses

Caliper. The representations and warranties of Caliper contained in this Agreement, or in any certificate or instrument delivered to Taconic pursuant to this Agreement, shall survive until [***] (the expiration of such period, the “Survival Date”); provided, however, that (i) the representations and warranties of Caliper in Section 2.2 (Company Capital Structure), and Section 2.4 (Authority) shall survive indefinitely, (ii) the representations and warranties of Caliper in Section 2.22 (Environmental) shall survive until the second anniversary of the Closing Date, and (iii) the representations and warranties of Caliper contained in Section 2.10 (Tax Matters) shall survive until ninety (90) days after the expiration of the applicable statute of limitations (each of such representations and warranties described in clause (i), (ii) or (iii) a “Special Representation”). If an indemnification claim is properly asserted in writing pursuant to Section 6.3 prior to the expiration (as provided in this Section 6.1(a)) of the representation or warranty that is the basis for such claim, then such representation or warranty shall survive beyond the Survival Date until, but only for the purpose of, the resolution of such claim.
Sample 1
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  • Research Analyst Independence The Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

  • Comverge Comverge hereby represents and warrants the following:

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