SURVIVAL AND BREACH Sample Clauses

SURVIVAL AND BREACH. Both parties recognize that the services to be rendered under this Agreement by the Employee are special, unique and extraordinary in character, and that in the event of a breach or a threatened by Employee of the terms and conditions of the Agreement to be performed by him, then the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Agreement, or to enforce the specific performance thereof by the Employee. Without limiting the generality of the foregoing, the parties acknowledge that a breach by the Employee of his obligations under Sections II, III or IV or would cause the Company irreparable harm, that no adequate remedy at law would be available in respect thereof and that therefore the Company would be entitled to injunctive relief with respect thereto. Employee affirms having the opportunity to fully discuss and negotiate the covenants set forth in Sections II, III and IV and acknowledges understanding and acceptance. If any part of this covenant is declared invalid, then Employee agrees to be bound by a covenant as near to the original as lawfully possible. The covenants set forth in Sections II, III, and IV shall survive the term and termination of employment. Employee shall further be liable for all costs of enforcement.

SURVIVAL AND BREACH. The representations and warranties of Seller contained in Section 7.01 shall survive the Closing for one (1) year following the Closing Date. Each such representation and warranty in Section 7.01 shall automatically be null and void and of no further force and effect on the day which is one (1) year following the Closing Date. Notwithstanding the foregoing, however, if the Closing occurs, Purchaser hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Purchaser may incur, or to rescind this Agreement and the transactions contemplated hereby, as the result of any of Seller’s representations or warranties in this Agreement or any document executed by Seller in connection herewith being untrue, inaccurate or incorrect if Purchaser had actual knowledge that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing. In no event shall Purchaser be entitled to receive, in connection with any and all breaches of the representations and warranties of Seller hereunder, an amount in excess of the Purchase Price. Purchaser acknowledges and agrees that, in the event that Seller shall be in breach of any of the representations and warranties contained herein, Purchaser shall have no recourse to the property or other assets of Seller (excluding the Purchase Price), and Purchaser’s sole remedy, in such event, shall be to recover from Seller an amount not to exceed the Purchase Price.

SURVIVAL AND BREACH. A. The Purchaser shall be entitled to recover damages from each of the Vendors if at any time from Completion up to the second anniversary of Completion, any of the Warranties contained in paragraphs (A) (B) and (C) of Sub-Clause 2.1 (The Company and the Vendors) of Schedule 3 (Warranties and Representations), each of which shall survive Completion and continue in full force and effect for such period, is broken by it or proves to be untrue or misleading, provided that each Vendor shall only be liable to the Purchaser if and to the extent that it has breached such Warranties and no Vendor shall be liable pursuant to this Sub-Clause 8.4A for a breach of this Sub-Clause 8.4 A by another Vendor. B. The Purchaser shall be entitled to recover damages from each of the Principal Warrantors in each case strictly by reference to the proportion of such Relevant Claim which is set out opposite the name of such Principal Warrantor in column 2 of Schedule 5 if: 1. during the 30 day period following Completion, any of the Warranties contained in Sub-Clause 2.13 (Excluded Items) of Schedule 3 (Warranties and Representations), each of which shall, for this purpose, survive Completion and continue in full force and effect for such period, is broken or proves to be untrue or misleading; or 2. during the period of 20 weeks following Completion, any of the Warranties contained in Clause 2 of Schedule 3 (Warranties and Representations) (other than those contained in Paragraphs (A) (B) and (C) of Sub-Clause 2.1 (The Company and the Vendors), each of which shall, for this purpose, survive Completion and continue in full force and effect for such period, is broken or proves to be untrue or misleading with respect to any matter: a of which any of the Principal Warrantors or Optionholders had Knowledge prior to Completion; and b that is not fairly disclosed in or, to the Knowledge of the Vendors, is misrepresented in the Disclosure Letter (or in subsequent disclosures in the period from the date of delivery of the Disclosure Letter up to Completion).

SURVIVAL AND BREACH. CSXT’s and DRPT’s representations and warranties in this ARTICLE 10 (Representations and Warranties) shall survive until November 30, 2023.

SURVIVAL AND BREACH. Except as otherwise expressly provided herein, CSXT’s and DRPT’s covenants in this ARTICLE 11 (Additional Covenants) shall survive until the expiration of the Joint Operating and Maintenance Agreement as set forth in ARTICLE 16 of such agreement.