Reliance/Survival Sample Clauses

Reliance/Survival. You hereby acknowledge and understand that the Company, the SPAC and any related entity may rely upon the representations, warranties, covenants and agreements contained herein as if each such party was a party to this Letter of Transmittal and each shall have the rights, remedies and benefits under this Letter of Transmittal as if such party was a party hereto. All representations and warranties contained herein shall survive the date hereof for a period of seven years. The covenants and agreements contained herein shall survive the date hereof in accordance with their terms.
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Reliance/Survival. By signing and returning the Letter of Transmittal you acknowledge and agree that the Company, the SPAC and any related entity may rely upon the representations, warranties, covenants and agreements contained herein as if each such party was a party to the Letter of Transmittal and each shall have the rights, remedies and benefits under the Letter of Transmittal as if such party was a party hereto. All representations and warranties contained herein shall survive the date hereof for a period of seven (7) years. The covenants and agreements contained herein shall survive the date hereof in accordance with their terms.
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Reliance/Survival. Buyer and Seller each acknowledge and agree that each Party is materially relying on the representations and warranties contained in this Article in entering into this Agreement. Each of the representations and warranties made in this Article shall survive Closing.
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Reliance/Survival. The foregoing representations and warranties are made by each Seller with the knowledge and expectation that the Buyer is placing reliance thereon. Each Seller agrees that all representations and warranties made by the Sellers in this Agreement shall survive the consummation of the Initial Closing Date.
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Reliance/Survival. The undersigned understands that the information contained in this Letter of Transmittal may be shared with the Exchange Agent, ION, Merger Sub 1, Merger Sub 2, the Company, the Surviving Corporation and the Surviving Entity, and each such Person may rely upon the representations, warranties, covenants and agreements contained herein as if each such Person was a party to this Letter of Transmittal and each shall have the rights, remedies and benefits under this Letter of Transmittal as if such Person was a party hereto. Unless agreed in writing by ION and the Company, all representations, warranties, acknowledgements, agreements, waivers and covenants of the undersigned set forth in this Letter of Transmittal will remain in full force and effect pursuant to its terms. Subject to the last sentence of Paragraph (h), any modification to any term of this Letter of Transmittal requires the prior written consent of the undersigned, the Company and ION.
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Reliance/Survival. All covenants, agreements, representations, warranties and undertakings of the Company made in this Agreement (including the Exhibits and Schedules), the other Transaction Documents or any other written information delivered or furnished to any Investor in connection herewith or therewith (a) shall be deemed material and to have been relied upon by such Investor; (b) except as otherwise provided in this Agreement, shall survive the delivery of the Shares; (c) shall bind the Company and its successors and permitted assigns (whether so expressed or not); and (d) shall inure to the benefit of the Investors and their respective successors and assigns, including each transferee of any Securities (whether so expressed or not).
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Reliance/Survival. Notwithstanding any investigation made by Lender or any of its agents or representatives, or any rights to conduct such investigations, and notwithstanding any knowledge of facts determined or determinable by Lxxxxx as a result of such investigation or right of investigation, the Lender has the unqualified right to rely upon the representations and warranties made by the Borrower in this Agreement or in any other Loan Documents. All representations and warranties of the Borrower made in this Agreement or pursuant hereto, or in any other Loan Documents, shall survive the Effective Date, the consummation of any Loans made hereunder, and any investigation, and shall be deemed and construed as continuing representations and warranties.
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Reliance/Survival. Notwithstanding any right of either Party to fully investigate the affairs of the other Party and notwithstanding any knowledge of facts determined or determinable by such Party pursuant to such investigation or right of investigation, each Party has the right to rely fully upon the representations, warranties, covenants and agreements of the other Party in this Agreement, the Seller Disclosure Schedule or in any certificate or instrument delivered by the other Party pursuant hereto, and such Party’s right to indemnification under this Article 8 shall not be altered by such investigation or knowledge. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the Closing hereunder, subject to the limitations set forth in Section 8.4.
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Related to Reliance/Survival

  • Reliance on and Survival of Various Provisions All covenants, agreements, statements, representations and warranties made by the Borrower herein or in any certificate delivered pursuant hereto shall (a) be deemed to have been relied upon by the Administrative Agent and each of the Lenders notwithstanding any investigation heretofore or hereafter made by them and (b) survive the execution and delivery of this Agreement and shall continue in full force and effect so long as any Loans are outstanding and unpaid. Any right to indemnification hereunder, including, without limitation, rights pursuant to Sections 2.9, 2.11, 10.3, 11.2 and 11.5 hereof, shall survive the termination of this Agreement and the payment and performance of all Obligations.

  • Reliance on Information For purposes of its obligations under this Section, the Primary Servicer shall be entitled to rely on the following information to the extent that such information relates to mortgage loans that are not serviced under this Agreement: (i) the final prospectus supplement prepared by the Depositor with respect to the offering of the securities issued by the ABS Issuing Entity and (ii) any reports delivered from time to time by the Master Servicer, the master servicer for the ABS Issuing Entity (if such party is not the Master Servicer), the trustee for the ABS Issuing Entity and/or the paying agent, certificate administrator or other similar party for the ABS Issuing Entity.

  • Reliance on Opinions Before the Indenture Trustee acts or does not act, it may require and rely on an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee will not be liable for any action taken or not taken in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

  • Reliance Waivers Etc 37 7.1 Reliance 37 7.2 No Warranties or Liability 37 7.3 No Waiver of Lien Priorities 38 7.4 Waiver of Liability 39 7.5 Obligations Unconditional 40 SECTION 8. MISCELLANEOUS 40 8.1 Conflicts 40 8.2 Effectiveness; Continuing Nature of this Agreement; Severability 40 8.3 Amendments; Waivers 41 8.4 Information Concerning Financial Condition of the Obligors and its Subsidiaries 42 8.5 Subrogation 42 8.6 Application of Payments 42 8.7 SUBMISSION TO JURISDICTION; WAIVERS 43 8.8 Notices 44 8.9 Further Assurances 44 8.10 CHOICE OF LAW 44 8.11 Binding on Successors and Assigns 44 8.12 Headings 44 8.13 Counterparts 45 8.14 Authorization; Binding Effect on Claimholders 45 8.15 Exclusive Means of Exercising Rights under this Agreement 45

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

  • 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.

  • 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.

  • No Survival None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger, except for covenants and agreements which contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time.

  • Severability; Survival In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then such unenforceable provision shall be deemed modified so as to be enforceable (or if not subject to modification then eliminated herefrom) to the extent necessary to permit the remaining provisions to be enforced in accordance with the parties intention. The provisions of Sections 6 and 7 will survive the termination for any reason of the Employee's relationship with the Company.

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