Nature and Survival; Time Limits Sample Clauses

Nature and Survival; Time Limits. (a) Regardless of any investigation made at any time by or on behalf of any party hereto or of any information any party may have in respect thereof, all representations and warranties made herein or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing and continue in effect until March 31, 1999, except for (i) representations and warranties contained in the first sentence of Section 3.2(a), the first three sentences of Section 3.2(b), the first three sentences of Section 3.3(a) and Section 3.3(b) which shall continue in full force and effect indefinitely, (ii) representations and warranties in Section 3.1(p) which shall survive the Closing and continue in effect until 30 days after the running of the applicable statute of limitations and (iii) representations and warranties contained in Sections 3.1(r) which shall survive the Closing and continue in effect until December 31, 1999. Any claim for indemnification pursuant to this Article VI as a result of any breach of representation or warranty must be made within the period of time during which such representation or warranty survives the Closing pursuant to this Section 6.5(a). Any claim described in the preceding sentence made within the applicable time period (and, to the extent of such claim, any representation or warranty upon which such claim is based) shall survive thereafter until such claim is finally resolved. For purposes of this Article VI (except to the extent otherwise set forth in Section 6.7), any claim for indemnification shall be duly made by giving written notice of such claim to the Indemnifying Party.
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Nature and Survival; Time Limits. (a) All representations and warranties made herein or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing and continue in effect until the end of the 12th month following the month in which the Closing Date occurs unless specifically provided otherwise herein (unless the conditions set forth in 10.1 and 10.2 regarding notice and waiver are satisfied); provided however, the representations and warranties set forth in Sections 4.15, 5.13 and 6.16 shall survive until the end of the applicable statute of limitations; and provided, further, that any such time limit shall not apply to bar any claim based on a party's fraud or intentional misrepresentation.
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Nature and Survival; Time Limits. (a) All representations and warranties set forth in Articles 4 and 5 shall survive the Closing and continue in effect until the first anniversary of the Closing Date, at which time any and all liability arising out of or relating to such representations and warranties shall terminate, provided that ARCO's and Seller's representations and warranties under Section 4.6 as to title to the LLC Interests to which Buyer's indemnification obligations apply shall survive the Closing for three years. Any claim against any party hereto for indemnification pursuant to this Agreement as a result of any breach of representation or warranty made by such party must be made promptly, and in all events within the period of time during which such representation or warranty survives the Closing pursuant to this Section 9.4(a), if any.
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Nature and Survival; Time Limits. (a) Regardless of any investigation made at any time by or on behalf of any party hereto or of any information any party may have in respect thereof, all representations and warranties made herein or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing and continue in effect until the end of the eighteenth month following the month in which the Closing Date occurs unless specifically provided otherwise herein; provided, however, that the representations and warranties set forth in Section 4.16 shall survive until the end of the applicable statutes of limitations with respect thereto, and the representations and warranties set forth in Section 4.6 shall survive indefinitely; provided, further, that any such time limit shall not apply to bar any claim based on a party's fraud or intentional misrepresentation.
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Nature and Survival; Time Limits. (a) Regardless of any investigation made at any time by or on behalf of any party hereto or of any information any party may have in respect thereof, all representations and warranties made herein or pursuant hereto or in connection with the transactions contemplated by the Documents shall survive the Reorganization Closing and the Financing Closing and continue in effect until 60 days after delivery of SMTC Holdings's audited consolidated financial statements for the first full fiscal year following the Financing Closing, except for (i) representations and warranties contained in Section 3.1(a) (Organization etc.), Section 3.1(b) (Power and Authority), Section 3.1(d) (No Violations), Section 3.1(f) (Capitalization), Section 3.2(a) (Authority etc.) and Section 3.2(b) (Ownership), which shall continue in full force and effect indefinitely, (ii) representations and warranties in Section 3.1(r) (Tax Matters) which shall survive the Reorganization Closing and the Financing Closing and continue in effect until 90 days after the expiry of the applicable statute of limitations and (iii) representations and warranties contained in Section 3.1(q) (Environmental and Safety Matters) which shall survive the Reorganization Closing and the Financing Closing and continue in effect until the second anniversary of the Financing Closing. Any claim for indemnification pursuant to this Article VI as a result of any breach of representation or warranty must be made within the period of time during which such representation or warranty survives the Reorganization Closing and the Financing Closing pursuant to this Section 6.6(a). Any claim described in the preceding sentence made within the applicable time period (and, to the extent of such claim, any representation or warranty upon which such claim is based) shall survive thereafter until such claim is finally resolved. For purposes of this Article VI (except to the extent otherwise set forth in Section 6.8), any claim for indemnification shall be duly made by giving written notice of such claim to the Indemnifying Party.
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Nature and Survival; Time Limits. (a) All representations and warranties set forth in Articles 4, 5 and 6 shall survive the Closing and continue in effect until the first anniversary of the Closing Date, at which time any and all liability arising out of or relating to such representations and warranties shall terminate provided that ARCO's and Delta Housing's representations and warranties set forth in Section 4.6 as to title of the Contributed ARCO Interests to which Acquisition Corp.'s indemnification obligations apply shall survive the Closing for three years. Any claim against any party hereto for indemnification pursuant to this Agreement as a result of any breach of representation or warranty made by such party must be made promptly, and in all events within the period of time during which such representation or warranty survives the Closing pursuant to this Section 10.4(a), if any.
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Nature and Survival; Time Limits. All representations and warranties set forth in Articles 4 and 5 shall survive the Closing and continue in effect until the first anniversary of the
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Related to Nature and Survival; Time Limits

  • Nature and Survival All statements contained in this Agreement or in any Exhibit attached hereto, any agreement executed pursuant hereto, and any certificate executed and delivered by any party pursuant to the terms of this Agreement, shall constitute representations and warranties of Company and Shareholders, jointly and severally, or of Pentegra, as the case may be. All such representations and warranties, and all representations and warranties expressly labeled as such in this Agreement shall survive the date of this Agreement and the Closing Date for a period of five (5) years following the Closing Date, except that (i) the representations and warranties with respect to environmental and medical waste laws and health care laws and matters shall survive for a period of fifteen (15) years and tax representations shall survive until one year after the expiration of the applicable statute of limitations. Each party covenants with the other parties not to make any claim with respect to such representations and warranties, against any party after the date on which such survival period shall terminate. No party shall be entitled to claim indemnity from any other party pursuant to SECTION 10.2 or 10.3 hereof, unless such party has timely given the notice required in SECTION 10.2, 10.3 or 10.4 hereof, as the case may be. Each party hereby releases, acquits and discharges the other party from any and all claims and demands, actions and causes of action, damages, costs, expenses and rights of setoff with respect to which the notices required by SECTION 10.2, 10.3 or 10.4, as applicable, are not timely provided.

  • Nature and Survival of Representations All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

  • Nature and Survival of Representations and Warranties All representations, warranties and covenants made by any party in this Agreement shall survive the Closing hereunder. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement or at the Closing of the transactions herein provided for and not upon any investigation upon which it might have made or any representations, warranty, agreement, promise, or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

  • Claims Procedure and Arbitration In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive's beneficiary(ies) in the case of the Executive's death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim the specific reasons for such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary and Plan Administrator fail to take any action within the aforesaid sixty-day period. If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim denial. Claimants may review this Executive Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the decision is based. If claimants continue to dispute the benefit denial based upon completed performance of this Executive Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an arbitrator for final arbitration. The arbitrator shall be selected by mutual agreement of the Bank and the claimants. The arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such arbitrator with respect to any controversy properly submitted to it for determination. Where a dispute arises as to the Bank's discharge of the Executive "for cause," such dispute shall likewise be submitted to arbitration as above described and the parties hereto agree to be bound by the decision thereunder.

  • 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.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement.

  • Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

  • 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.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

  • 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.

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