Certain Rights and Obligations Subsequent to Closing Sample Clauses

Certain Rights and Obligations Subsequent to Closing. 11.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AGREEMENTS, COVENANTS AND OBLIGATIONS. All representations and warranties contained in Sections 4.1 through 4.23 hereof, inclusive, and in Sections 5.1 through 5.6 hereof, inclusive, and all agreements and covenants contained anywhere else in this Agreement or in any other agreement delivered by either party to the other party incident to the transactions contemplated hereby, shall be deemed to have been relied upon by the other party, shall survive the execution and delivery of this Agreement, any investigation made by any party hereto, and the sale and purchase of the Acquired Assets and payment therefor; PROVIDED, HOWEVER, that (a) the representations and warranties of Seller contained in Section 4.5(b) (with respect to, among other things, the Real Property and compliance with Environmental Laws) shall expire and terminate on the fifth (5th) anniversary of the Closing Date, (b) all of the other representations and warranties made by Seller in Sections 4.1 through 4.23 hereof, inclusive, (with the exception of the representations and warranties of Seller contained in Sections 4.1, 4.2 (first paragraph only), 4.4(c) and 4.5(a) which shall survive indefinitely) shall expire and terminate on the second (2nd) anniversary of the Closing Date and (c) all of the representations and warranties made by Buyer in Sections 5.1 through 5.6 hereof, inclusive, (with the exception of the representations and warranties of Buyer contained in Sections 5.1 and 5.2 which shall survive indefinitely) shall expire and terminate on the second (2nd) anniversary of the Closing Date. Any matter disclosed in any numbered Schedule attached hereto which qualifies a correspondingly numbered Section of Article 4 hereof shall be deemed disclosed on and with respect to all other relevant numbered Schedules corresponding to other Sections of Article 4 hereof PROVIDED THAT the relevance of such matter to such other Schedules and such other Sections of Article 4 hereof is plainly apparent.
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Certain Rights and Obligations Subsequent to Closing. 54 10.1 Survival of Representations, Warranties, Agreements, Covenants and Obligations 54 10.2 Further Assurances 54 10.3 Publicity and Disclosures 54 10.4 Further Co-operation of the Parties 55 10.5 Consents of Third Parties 55 10.6 Mail Received after Closing 55 10.7 Employment of Business Employees by ST 56 10.8 Accounts Receivable 57 10.9 Transfer Tax Liabilities 57 10.10 Provisions in Relation to the name "Micropolis" 58 10.11 Warranty Servicing 58 10.12 Inventory Sent for Evaluation 59 10.13 AMK Leasehold 59
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Certain Rights and Obligations Subsequent to Closing. 10.1 Survival of Representations, Warranties, Agreements, Covenants and ------------------------------------------------------------------ Obligations ----------- All representations, warranties, agreements, covenants and obligations herein or in any exhibit, schedule, certificate or financial statement delivered by any party to another party incident to the transactions contemplated in this Agreement or in any Ancillary Document shall be deemed to have been relied upon by the other party, shall survive the execution and delivery of this Agreement, any investigation made by any party hereto, and the sale and purchase of the Acquired Assets and payment therefor.
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Certain Rights and Obligations Subsequent to Closing 
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Related to Certain Rights and Obligations Subsequent to Closing

  • Rights and Obligations Subsequent to Closing 41 8.1 Survival of Warranties............................................41

  • Rights and Obligations Survive Exercise of the Warrant Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

  • Rights and Obligations Survive Exercise of Warrant Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • Rights and Obligations on Termination In the event of termination of this Agreement for any reason, the parties shall have the following rights and obligations:

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

  • Conditions to Purchaser’s Obligation to Close The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction of each of the following conditions prior to or simultaneously with the Closing, any of which may be waived by Purchaser in its sole discretion by written notice to Seller at or prior to the Closing Date:

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

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