Remedies Cumulative; Survival of Indemnities Sample Clauses

Remedies Cumulative; Survival of Indemnities. The remedies ------------------------------------------------ provided in this Article IV shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnitor. The obligations of each of the Xxxxxxx Group and the Energizer Group under this Article IV shall survive the sale or other transfer by it of any assets or businesses or the assignment by it of any Liabilities, with respect to any claim of the other for any Indemnifiable Losses related to such assets, businesses or Liabilities.
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Remedies Cumulative; Survival of Indemnities. The remedies provided in this Article shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all B-20 21 other remedies against any Indemnitor. The obligations of each of Ralcorp and the Branded Subsidiary, on the one hand, and New Ralcorp, on the other hand, under this Article shall survive the sale or other transfer by it of any assets or businesses or the assignment by it of any Liabilities, with respect to any claim of the other for any Indemnifiable Losses related to such assets, businesses or Liabilities. ARTICLE X OTHER POST-DISTRIBUTION OBLIGATIONS 10.1 NEW RALCORP'S POST-DISTRIBUTION OBLIGATIONS. New Ralcorp shall, and shall cause each member of the New Ralcorp Group to, comply with each representation and statement made, or to be made, to the IRS (or, if applicable, tax counsel) in connection with any ruling (or tax opinion) obtained, or to be obtained, by Ralcorp, from the IRS (or tax counsel) with respect to any transaction contemplated by this Agreement or the Merger Agreement. Neither New Ralcorp nor any member of the New Ralcorp Group shall for a period of two years following the Distribution Date engage in any of the following transactions, unless either (a) an opinion in form and substance reasonably satisfactory to Ralcorp is obtained from counsel to New Ralcorp, or (b) a supplemental ruling is obtained from the IRS, in either case to the effect that such transaction(s) would not adversely affect the tax consequences of the transactions described in this Agreement or the Merger Agreement to (1) Ralcorp or any member of the Ralcorp Group, (2) New Ralcorp or any member of the New Ralcorp Group, or (3) the Ralcorp shareholders as of the Record Date. The transactions subject to this provision are: (i) making a material disposition (including transfers from one member of the New Ralcorp Group to another member of the New Ralcorp Group), by means of a sale or exchange of assets or capital stock, a distribution to shareholders, or otherwise, of any of its assets (other than the transactions contemplated by this Agreement) except in the ordinary course of business; (ii) repurchasing any New Ralcorp capital stock, unless such repurchase satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; (iii) issuing any New Ralcorp capital stock that in the aggregate exceeds ten percent (10%) of the issued and outstanding stock of New Ralcorp immediately following the Distribu...
Sample 1
Remedies Cumulative; Survival of Indemnities. The remedies provided in this Article shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnitor. The obligations of each of Ralcorp and the Branded Subsidiary, on the one hand, and New Ralcorp, on the other hand, under this Article shall survive the sale or other transfer by it of any assets or businesses or the assignment by it of any Liabilities, with respect to any claim of the other for any Indemnifiable Losses related to such assets, businesses or Liabilities.
Sample 1

Related to Remedies Cumulative; Survival of Indemnities

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Additional Matters; Survival of Indemnities (a) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

  • Remedies; Survival (a) The Executive acknowledges and understands that the provisions of the covenants contained in Sections 13, 14 and 15 hereof, the violation of which cannot be accurately compensated for in damages by an action at law, are of crucial importance to the Company, and that the breach or threatened breach of the provisions of this Agreement would cause the Company irreparable harm. In the event of a breach or threatened breach by the Executive of the provisions of Section 13, 14 or 15 hereof, the Company will be entitled to an injunction restraining the Executive from such breach. Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available for any breach or threatened breach of this Agreement.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Survival of Indemnity The indemnification provided by this Agreement shall be a continuing right to indemnification and shall survive the registration and sale of any Registerable Securities by any person entitled to indemnification hereunder and the expiration or termination of this Agreement.

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

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

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