Limitation; Survival Period Sample Clauses

Limitation; Survival Period. Seller covenants that Seller will bring no action of any kind against any officer, director, member, partner, shareholder, agent, representative, or advisor of Buyer arising out of any of the representations, warranties and covenants made by Buyer in this Agreement. The representations and warranties of Buyer set forth in this Section 9.4 above shall survive until only the Expiration Date and shall automatically expire upon the Expiration Date unless Seller commences suit against Buyer with respect to any alleged breach prior to the Expiration Date (and, in the event any such suit is timely commenced by Seller against Buyer, shall survive thereafter only insofar as the subject matter of the alleged breach specified in such suit is concerned). If suit is not timely commenced by Seller prior to the Expiration Date, then Buyer’s representations and warranties shall thereafter be void and of no force or effect. Notwithstanding anything to the contrary in this Agreement, Buyer shall have no liability, and Seller shall make no claim against Buyer, for (and Seller shall be deemed to have waived any failure of a condition hereunder by reason of) a failure of any condition or a breach of any representation or warranty, covenant or other obligation of Buyer under this Agreement or any Closing Document if the failure or breach in question constitutes or results from a condition, state of facts or other matter that was actually known to Seller prior to Closing and Seller proceeds with the Closing (a “Seller Known Breach”). Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 9.4.7 shall be subject to all of the terms, conditions and limitations contained in Article 11 of this Agreement.
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Related to Limitation; Survival Period

  • Survival Period The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, twelve (12) months following the Closing Date; provided, however, that each of the representations and warranties contained in Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.15 (Tax Returns; Taxes), Section 4.27 (Brokers, Finders and Investment Bankers) and Section 5.1 (Authorization and Validity of Agreement) (collectively, the “Fundamental Representations”), shall survive the Closing without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely; provided, further, that the representations and warranties contained in Section 4.15 (Tax Returns; Taxes) shall survive only until the date that is sixty (60) days after the expiration of the applicable statute of limitations. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

  • Duration; Survival All representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 5 [Payments] and Section 11.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment In Full. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment In Full.

  • Indemnification Survival The Company shall indemnify, save and hold harmless each Lender, its directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Lender Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings, investigations or similar claims by any person or entity (other than any Lender Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, any of the other Transaction Documents or the Certificate of Designation (Series B), (ii) the transactions contemplated hereby or thereby, (iii) the ownership by such Lender of the Securities or (iv) the rights of the Lenders to elect directors to the Company’s Board. This indemnification provision shall be in addition to the rights of the Lender to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation (Series B). All representations and warranties of the Company in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that the representations and warranties of the Company contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock), 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of the Company in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.

  • Non-Survival The representations and warranties made herein shall not survive the termination of this Agreement.

  • Termination; Survival At such time as (a) all of the Commitments have been terminated, (b) all Letters of Credit have terminated, (c) none of the Lenders, the Swingline Lender nor the Issuing Lender is obligated any longer under this Agreement to make any Loans or issue Letters of Credit and (d) all Obligations (other than obligations which survive as provided in the following sentence) have been paid and satisfied in full, this Agreement shall terminate. The indemnities to which the Agent, the Lenders and the Swingline Lender are entitled under the provisions of Sections 3.12, 4.1, 4.4, 11.7, 12.2 and 12.9 and any other provision of this Agreement and the other Loan Documents, and the provisions of Section 12.4, shall continue in full force and effect and shall protect the Agent, the Lenders and the Swingline Lender (i) notwithstanding any termination of this Agreement, or of the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be a party to this Agreement.

  • Survival, Etc The indemnity and contribution agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnifying Party, (ii) the issuance of the Securities or (iii) any termination of this Agreement or the Policy. The indemnification provided in this Agreement will be in addition to any liability which the parties may otherwise have and shall in no way limit any obligations of LBAC or the Company under the Underwriting Agreement or under the Insurance Agreement.

  • Indemnification and Survival Without limitation on any other obligations of the Guarantor or remedies of the Agent and the Lenders under this Guaranty, the Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Agent and the Lenders from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Agent and the Lenders in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Survival Periods Subject to the limitations contained in this ‎Article VII, all representations and warranties contained in ‎Article II, ‎Article III and any covenants and agreements set forth herein and shall survive the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby. Notwithstanding anything herein to the contrary, the Stockholders will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section ‎7.2(a), and the Merger Sub and the Parent will not be liable with respect to any claim for the breach of any representation or warranty pursuant to Section ‎7.3(a), unless written notice of a claim thereof is delivered to the Stockholders Representative or the Parent, as the case may be, prior to the Survival Date. For purposes of this Agreement, the term “Survival Date” shall mean 11:59 pm Israel Time on such date which is eighteen (18) months after the Closing Date; provided that with respect to the representations and warranties of the Company set forth in ‎2.2(a), ‎2.2(b) and ‎2.2(c) (under "Capitalization and Related Matters"), ‎2.3(d) (under “Subsidiaries”), ‎2.4 (under "Authorization") and ‎2.16 (under "Tax Matters") (collectively, the “Fundamental Representations”), with respect to the representations and warranties of the Parent and Merger Sub set forth in Section ‎3.2 (under "Authorization"), the Stockholder Indemnity and the Appraisal Indemnity, there shall be no Survival Date and no time restriction on the delivery of claims related thereto other than the applicable statutes of limitation. The parties agree that so long as written notice of a claim subject to the Survival Date limitations is given on or prior to the expiration of the Survival Date in accordance with the provisions of this ‎Article VII, the claim shall be valid until its is finally resolved.

  • Survival Provisions All representations, warranties and covenants contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement. The obligations of the Pledgor under Sections 12 and 14 hereof and the obligations of the Collateral Agent under Section 17.9(b) hereof shall survive the termination of this Pledge 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.

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