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. (b) The covenants and agreements of the parties set forth in this Agreement shall survive indefinitely.
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Nature and Survival; Time Limits. (a) The representations and warranties of the parties 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(b) or 10.2(b), as applicable, regarding notice and waiver are satisfied); provided however, the representations and warranties set forth in Sections 4.15 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. (b) The covenants and agreements of the parties set forth in this Agreement shall survive indefinitely until performed; provided, however, that any claim for indemnification brought pursuant to Section 10.2(a)(iii) must be made within 36 months following the month in which the Closing Date occurs.
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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. (b) Except for the representations and warranties described in Section 9.4(a), all covenants, obligations and agreements of the parties set forth in this Agreement, including those obligations set forth in Articles 6, 7 and 8 hereof, shall survive indefinitely.
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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. (b) Except to the extent otherwise set forth herein, the covenants and agreements of the parties set forth in this Agreement shall survive indefinitely.
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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. (b) The covenants and agreements of the parties set forth in this Agreement shall survive indefinitely until performed; provided, however, that, subject to Section 10.4(a), any claim against any party hereto for indemnification pursuant to this Article X as a result of any breach of representation or warranty made by such party must be brought within the period of time during which such representation or warranty survives the Closing pursuant to Section 10.4(a); and, provided further, that any claim for indemnification brought pursuant to Section 10.2(c) must be made within 36 months following the month in which the Closing Date occurs.
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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. (b) The covenants and agreements of the parties set forth in this Agreement shall survive indefinitely; provided, however, that, subject to Section 10.4(a), any claim against any party hereto for indemnification pursuant to this Article X as a result of any breach of representation or warranty made by such party must be brought within the period of time during which such representation or warranty survives the Closing pursuant to Section 10.4(a).
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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 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.

  • Severability and Survival To the extent any provision of this paragraph 28 is found to be unenforceable, it will be severed so the parties’ intent to arbitrate will survive and arbitration will proceed without such provision . All of the terms and provisions of this paragraph 28 will survive the termination or expiration of this 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.

  • Termination and Survival (a) This Agreement shall become effective as of the date of this Agreement. (b) This Agreement may be terminated, without the payment of any penalty, by the Fund or the Adviser at any time, with or without notice. (c) This Agreement shall automatically terminate in the event of (i) the termination by the Fund of the Investment Advisory Agreement; (ii) the board of trustees of the Fund makes a determination to dissolve or liquidate the Fund; or (iii) upon a quotation or listing of the Fund’s securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of the Fund’s assets to, or a merger or other liquidity transaction with, an entity in which the Fund’s shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof. (d) Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Fund to the Adviser.

  • Term and Survival a) Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company’s Offering (the “Initial Term”) unless either party requests termination at least 30 days prior to the end of the then-current term. b) Additionally, either party may terminate this Service Agreement in the event: i) The other party’s material breach that remains not cured and continues for a period of (A) in the case of a failure involving the payment of any undisputed amount due hereunder, 15 days and (B) in the case of any other failure, 30 days after the non performing party receives notice from the terminating party specifying such failure; ii) Any statement, representation or warranty of the other party is untrue or misleading in any material respect or omits material information; iii) The other party (A) voluntarily or involuntarily is subject to bankruptcy proceedings, (B) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official, (C) makes a general assignment to creditors, (D) commences winding down or liquidation of its business affairs, (E) otherwise takes corporate action for the purpose of effecting any of the foregoing, or (F) ceases operating in the normal course of business; iv) If any change to, enactment of, or change in interpretation or enforcement of any law occurs that would have a material adverse effect upon a party’s ability to perform its obligations under this Service Agreement or a party’s costs/revenues with respect to the services under this Service Agreement; v) Upon direction to a party from any regulatory authority or National Automated Clearing House Association to cease or materially limit the exercise or performance of such party’s rights or obligations under this Service Agreement; vi) If there shall have occurred a material adverse change in the financial condition of the other party; or vii) Upon a force majeure event that materially prevents or impedes a party from performing its obligations hereunder for a period of more than 10 business days.

  • Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification 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 Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, 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 Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws 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. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

  • Severability; Survival If any of the provisions contained in this Contract are held illegal, invalid or unenforceable, the enforceability of the remaining provisions shall not be impaired. All provisions concerning the limitation of liability, indemnity and conflicts of interest shall survive the termination of this Contract for any cause.

  • Severability; Waiver; and Survival (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced. (c) The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

  • RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees allowing me to participate in wilderness activities I hereby agree as follows:

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