Seller’s Representations, Warranties, Covenants and Agreements Sample Clauses

Seller’s Representations, Warranties, Covenants and Agreements. The representations and warranties of the Seller and Selling Subsidiaries contained in this Agreement shall not survive the Closing; provided, however, that the representations and warranties of the Seller and the Selling Subsidiaries set forth in Sections 3.3, 3.11(b), 3.15, 3.20(b)(iii), 3.20(c)(iii) and 3.22 shall survive the Closing, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein Table of Contents indefinitely. The covenants and agreements of the Seller and the Selling Subsidiaries set forth in this Agreement shall survive in accordance with their terms. All claims for indemnification for breaches by the Seller or any the Selling Subsidiaries of any representations, warranties, covenants and/or agreements under this Agreement must be asserted in a written notice to the Seller prior to the Expiration Date. So long as a Purchaser Indemnitee asserts a claim for indemnification before the Expiration Date, such Purchaser Indemnitee shall be deemed to have preserved its rights to indemnification pursuant to this Section 8.1 regardless of when such claim is ultimately liquidated.
Sample 1
AutoNDA by SimpleDocs
Seller’s Representations, Warranties, Covenants and Agreements. Each of the Sellers hereby jointly and severally, with the other Seller, represents and warrants to, covenants and agrees with, Buyer, now and as of the Closing Date, with the intent that the same may be relied upon by Buyer, as follows:
Sample 1
Seller’s Representations, Warranties, Covenants and Agreements. The representations and warranties of the Seller and Selling Subsidiaries contained in this Agreement shall not survive the Closing. The covenants and agreements of the Seller and the Selling Subsidiaries set forth in this Agreement shall survive in accordance with their terms. All claims for breaches by the Seller or any the Selling Subsidiaries of any covenants and/or agreements under this Agreement must be asserted in a written notice to the Seller not later than 180 days following the Closing Date.
Sample 1
Seller’s Representations, Warranties, Covenants and Agreements. The representations and warranties of the Seller and Selling Subsidiaries contained in this Agreement shall not survive the Closing; provided, however, that the representations and warranties of the Seller and the Selling Subsidiaries set forth in Sections 3.3, 3.11(b), 3.15, 3.20(b)(iii), 3.20(c)(iii) and 3.22 shall survive the Closing, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein indefinitely. The covenants and agreements of the Seller and the Selling Subsidiaries set forth in this Agreement shall survive in accordance with their terms. All claims for indemnification for breaches by the Seller or any the Selling Subsidiaries of any representations, warranties, covenants and/or agreements under this
Sample 1
Seller’s Representations, Warranties, Covenants and Agreements. The representations and warranties of Seller contained in (i) Sections 2.21 and 2.22 of this Agreement shall survive the execution and delivery of this Agreement, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein, for a period ending on the date the Final Closing Balance Sheet is finally determined in accordance with Section 1.7 and (ii) Section 2.23 shall survive the execution and delivery of this Agreement, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein, for a period ending seven months from the Closing Date (collectively, the "Terminating Representations"). The covenants and agreements made by Sellers and set forth in the Escrow Agreement shall survive the Closing and shall terminate as provided in Section 9 of the Escrow Agreement. The covenants and agreements made by Sellers which are contained in the Transition Services Agreement shall survive the Closing and shall terminate with respect to a particular Service (as defined in the Transition Services Agreement) 30 days after Seller terminates the provision of such Service to Purchaser, provided that (i) all other covenants and agreements made by Sellers set forth in the Transition Services Agreement and (ii) notwithstanding anything to the contrary in this Agreement, representations and warranties made by Sellers in or with respect to the Transition Services Agreement shall terminate 30 days after the Transition Services Agreement terminates. The Environmental Covenants shall survive the Closing for a period ending on the later of (x) the Expiration Date and (y) the confirmation by the Bankruptcy Court of Seller's plan
Sample 1
Seller’s Representations, Warranties, Covenants and Agreements. The representations and warranties of the Seller and Selling Subsidiaries contained in this Agreement shall not survive the Closing; provided, however, that the representations and warranties of the Seller and the Selling Subsidiaries set forth in Sections 3.3, 3.11(b), 3.15, 3.20(b)(iii), 3.20(c)(iii) and 3.22 shall survive the Closing, any examination by or on behalf of the parties hereto and the completion of the transactions contemplated herein 63
Sample 1

Related to Seller’s Representations, Warranties, Covenants and Agreements

  • Representations, Warranties, Covenants and Agreements The representations and warranties contained in the Loan Documents and in any certificates delivered to Lender in connection with the closing shall be true and correct in all material respects, and all covenants and agreements required to have been complied with and performed by Borrower shall have been fully complied with and performed to the satisfaction of Lender.

  • Representations, Warranties, Covenants and Agreements of the Debtors Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Parties concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, each Debtor represents and warrants to, and covenants and agrees with, the Secured Parties as follows:

  • Representations, Warranties, Covenants and Agreements of the Company The Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

  • Representations; Warranties; Covenants Grantor hereby represents, warrants and covenants that:

  • Representations, Warranties and Agreements Section 6.01.

  • Subscriber’s Representations, Warranties and Agreements To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!