Survival and Non-Merger Sample Clauses

Survival and Non-Merger. All representations, warranties, covenants and agreements made in this Agreement or otherwise in writing in connection with this Agreement by the Borrower and the Guarantor, as the case may be, shall remain binding on each of the Borrower and the Guarantor notwithstanding the advance of the Loan. The covenant of the Borrower to pay interest at the rate provided herein shall not merge in any judgment in respect of any obligation of the Borrower under this Agreement, and any judgment shall bear interest at the same rate.
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Survival and Non-Merger. Notwithstanding the termination or expiration of this Agreement for any reason whatsoever, including expiry at the end of the Term or Renewal Term, as applicable, those clauses pertaining to price, billing and invoices, insurance, indemnity, ethics, confidentiality and limitation of liability shall forever survive the expiration or termination of this Agreement, in addition to any other clause which survives by operation of law or which expressly or by implication remain in full force and effect on and after the termination or expiration of this Agreement.
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Survival and Non-Merger. This Agreement and any Schedules shall survive all future amalgamations of the Corporation and shall thereafter continue and remain in full force and effect as a valid and binding unanimous shareholder agreement and the amalgamated corporation resulting from the amalgamation shall be deemed to be a party to this Agreement in place and stead of the Corporation.
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Survival and Non-Merger. The Confidentiality Agreement shall not expire upon the termination or expiry of this Agreement and shall continue in full force and effect notwithstanding such termination or expiry. It is further acknowledged that, Articles 6, 7, 9, 10 and 11 and Sections 8.4 to 8.7, and 12.6 to 12.12 shall survive the termination or expiry of this Agreement.
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Survival and Non-Merger. The Parties agree and understand that this Agreement is for the conveyance of a real property and that, upon acceptance and delivery of the deed, the deed is the final and sole expression of the rights of the Parties with respect to the conveyance, except as to those provisions for which the Parties have expressly agreed shall not merge into the deed. Pursuant to this understanding, the following paragraphs shall remain in force and effect and survive as separate, enforceable obligations after the Transfer Date: Terms of Agreement Paragraphs 6.c (Funding)[Only include 6.c here if the third option is chosen for Paragraph 6. If one of the first two options are chosen for Paragraph 6 then remove 6.c from this survival clause], 7 (Construction of Improvements), and 9 (Management of Roadway After Transfer); State Obligations Paragraph 9 (Maintenance)[if applicable]; Agency Obligations Paragraphs 3 (ADA Obligations),2 4 (Maintenance), 3 (ADA Obligations), 7 (Retention of Access Control)[if applicable], 12 (Consent to Changes of Grade)[if applicable], 13 (Consent to Changes of Grade)[if applicable], and 14 (TIC Signs)[if applicable]; General Provisions Paragraphs 4 (Right of Entry), 8 (Records), and 10 (Survival). Pursuant to this understanding, the following paragraphs shall remain in force and effect and survive as separate, enforceable obligations after the Transfer Date, only with respect to ongoing obligations under this agreement: General Provisions Paragraphs 1.c and d (Termination), 2 (Contribution; Dispute Resolution), 3 (Workers’ Compensation), 5 (Permit to Occupy Agency Property)[if applicable], 6 (Maintenance Enforcement)[if applicable], 7 (Compliance with Law), 9 (Signatures), and 12 (Merger; Waiver; Modifications).
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Survival and Non-Merger. Any provision of this Agreement which has not been fully performed prior to transfer of possession shall not be deemed to have been terminated, but shall survive unless expressly waived in writing, and shall be in full force and effect until performed.
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Survival and Non-Merger. This Agreement and the provisions hereof, including all representations, warranties and covenants shall survive the making of any and all Advances pursuant hereto until payment of the obligations in full.
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Survival and Non-Merger. Each Party hereby agrees that all provisions of this Agreement, other than (a) the conditions in Article 4 and (b) the representations and warranties contained in Article 4 and the related indemnities in Sections 5.1 and 5.2 hereof (which shall be subject to the special arrangements provided in such Articles or Sections), shall forever survive the execution, delivery and performance of this Agreement, Closing and the execution, delivery and performance of any and all documents delivered in connection with this Agreement.
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Survival and Non-Merger. All representations, warranties, covenants and agreements made in this Agreement or otherwise in writing in connection with this Agreement by Primero shall remain binding on Primero notwithstanding the advance of the Credit Agreement. The covenant of Primero to pay interest at the applicable rate provided herein shall not merge in any judgment in respect of any obligation of Primero under this Agreement, and any judgment shall bear interest at the same rate. In the event of any inconsistency between the terms of this Agreement and the terms of any of the Security the terms of this Agreement shall be paramount and shall prevail.
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Related to Survival and Non-Merger

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Non-Competition and Non-Solicitation Covenants During his employment with the Company and for a period of one (1) year thereafter (“Restricted Period”), whatever the reason for Executive’s termination of employment, unless Executive receives the Company’s advance written waiver, Executive shall not, either directly or indirectly, either on his own behalf or on behalf of another business, engage in or assist others in the following activities:

  • SURVIVAL OF COVENANTS, ETC All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

  • Term; Termination; Survival of Provisions The term of this Agreement shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section, for twelve (12) months, automatically renewed thereafter for monthly periods unless either Party informs the other in writing thirty (30) days prior to the end of the current term of its intent to terminate this Agreement. This Agreement may be terminated prior to the end of the current term, by mutual written consent of the Parties hereto, or:

  • Noncompetition and Nonsolicitation Covenants In consideration for -------------------------------------------- the Company's entering into this Agreement and for the payment of any benefits hereunder, Officer hereby agrees that he or she will not, during the term of his or her employment pursuant to this Agreement and the Applicable Severance Period, if any, do any of the following without the prior written consent of the Chief Executive Officer:

  • SURVIVAL OF COVENANTS/SUPERSESSION All covenants, agreements, representations and warranties made herein and in or pursuant to the Initial Purchase Agreement and each Additional Purchase Agreement executed pursuant to these Master Terms shall survive the consummation of the acquisition of the Purchased Loans provided for in the related Purchase Agreement. All covenants, agreements, representations and warranties made or furnished pursuant hereto by or on behalf of SLM ECFC shall bind and inure to the benefit of any successors or assigns of Funding and the Interim Eligible Lender Trustee on behalf of Funding and shall survive with respect to each Purchased Loan. Each Purchase Agreement supersedes all previous agreements and understandings between Funding and SLM ECFC with respect to the subject matter thereof. These Master Terms and any Purchase Agreement may be changed, modified or discharged, and any rights or obligations hereunder may be waived, only by a written instrument signed by a duly authorized officer of the party against whom enforcement of any such waiver, change, modification or discharge is sought. The waiver by Funding of any covenant, agreement, representation or warranty required to be made or furnished by SLM ECFC or the waiver by Funding of any provision herein contained or contained in any Purchase Agreement shall not be deemed to be a waiver of any breach of any other covenant, agreement, representation, warranty or provision herein contained, nor shall any waiver or any custom or practice which may evolve between the parties in the administration of the terms hereof or of any Purchase Agreement, be construed to lessen the right of Funding to insist upon the performance by SLM ECFC in strict accordance with said terms.

  • Effect of Termination; Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.

  • Survival of Obligations Upon Termination of Financing Arrangements Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation (regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations, duties and liabilities of the Credit Parties or the rights of Agent and Lenders relating to any unpaid portion of the Loans or any other Obligations, due or not due, liquidated, contingent or unliquidated, or any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required after the Commitment Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings, agreements, covenants, warranties and representations of or binding upon the Credit Parties, and all rights of Agent and each Lender, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the provisions of Section 11, the payment obligations under Sections 1.15 and 1.16, and the indemnities contained in the Loan Documents shall survive the Termination Date.

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

  • No Discharge; Survival of Claims Each of the Borrower and the Guarantors agrees that (i) its obligations hereunder shall not be discharged by the entry of an order confirming a Reorganization Plan (and each of the Borrower and the Guarantors, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted to the Agent and the Lenders pursuant to the Orders and described in Section 2.23 and the Liens granted to the Agent pursuant to the Orders and described in Sections 2.23 and 2.25 shall not be affected in any manner by the entry of an order confirming a Reorganization Plan.

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