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

  • Survival and Indemnification 7.1 Survival of Representations, Warranties, Covenants and Agreements

  • Survival of Termination The provisions of Sections 1.7, 1.8, 3.1, 3.2, 5.4, 5.5, 5.6, 5.7, 5.10 and 5.13 shall survive any termination 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.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • 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 Confidentiality The obligations under this section shall continue for three (3) years from the termination/expiration of this Agreement.

  • Survival; Termination The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

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