Survival and Other Matters Sample Clauses

Survival and Other Matters. The provisions of Sections 9.1 -------------------------- through 9.5 shall survive the termination of this Agreement and shall continue in effect during and after any employment of the Executive after the end of the Employment Period and the termination of this Agreement. This provision shall not be construed to limit the survival of any other provisions that also survive the termination of this Agreement by the express or implied terms of such provisions. In addition, it is understood that the value to the Company of the Executive agreeing to and abiding by the restrictions set forth in this Section 9 is equal to at least $280,000.00, but it is further understood that (i) the Executive has agreed to abide by such restrictions in consideration of the Company's entering into this Agreement, and (ii) such restrictions shall remain in effect irrespective of whether the Executive becomes entitled to any payments or benefits hereunder.
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Survival and Other Matters. The provisions of Sections 5.1 through 5.5 shall survive the termination of this Agreement and shall continue in effect during and after any employment of the Employee after the end of the Employment Period and the termination of this Agreement. This provision shall not be construed to limit the survival of any other provisions that also survive the termination of this Agreement by the express or implied terms of such provisions.
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Survival and Other Matters. Notwithstanding anything to the contrary -------------------------- contained in this Agreement or any of the Company Documents: (a Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; provided, however, that -------- ------- no party shall be entitled to assert any claim against the other for misrepresentation or breach of warranty, indemnity, covenant or agreement under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim, in reasonable detail, during the period ending on the first anniversary of the Closing Date (the "Survival Period"), in which case the indemnified party's right to indemnification will survive, but only with respect to the matters so described in such notice, provided, however, that it is expressly acknowledged that any -------- ------- claim made pursuant to the provisions of Section 10.1(a)(iii) or Section 10.1(a)(iv) hereof (and/or the provisions of Section 10.1(a)(v) hereof relating to said Section 10.1(a)(iii) or said Section 10.1(a)(iv)), and Company Indemnitees' rights and Buyer's obligations thereunder, shall survive indefinitely and shall not be subject to, or limited by, any aforementioned Survival Period; provided further that the representations and warranties made by the Company in Sections 5.6, 5.16 and 5.18 shall survive until the second anniversary of the Closing Date.
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Survival and Other Matters. Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; provided, however, that no party shall be entitled to assert claims against the other for misrepresentations or breach of warranty under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within three (3) years after the Closing Date; provided, further, that the foregoing limitation on the survival of representations and warranties shall not apply to any of the representations and warranties in Sections 5.2, 5.7(a), 5.13 and 5.16 hereof.
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Survival and Other Matters. (a) Each representation, warranty, -------------------------- indemnity, covenant and agreement of any of the parties hereto shall survive the Closing; provided, however, that no party shall be entitled to assert claims against any other for (x) misrepresentations or breach of warranty, covenant or agreement under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within twelve (12) months after the Closing Date; provided, however, that the foregoing twelve (12) month limitation on survival shall not apply to claims that may be asserted by a party hereto as a result of or arising out of (x) the actions, claims or demands of any party other than the party to this Agreement asserting such claim, (y) any of the Excluded Liabilities or (z) any of the Assumed Obligations (claims under any of clauses (x), (y) or (z) being referred to as "Third Party Claims"), and such Third Party Claims may be asserted at any time within three (3) years after the Closing Date. Notwithstanding the foregoing, in no event shall the Sellers, on the one hand, or Buyers, on the other hand, have any liabilities under or pursuant to this Agreement (x) for any misrepresentations or breaches of warranties, covenants or agreements contained herein (other than in respect of Third Party Claims) until such liabilities shall exceed $75,000 in the aggregate, at which time such indemnifying party shall be fully liable for all such liabilities, including the first $75,000 or (y) in excess of Three Million Five Hundred Thousand Dollars ($3,500,000). (b) Anything to the contrary in this Agreement notwithstanding, Buyer shall be solely and exclusively responsible and liable for all obligations of any of Buyers, and License Co. shall not have or incur any liability whatsoever, arising out of this Agreement or any of the transactions contemplated hereby. (c) The amount of any and all loss, liability, damage or deficiency suffered by an indemnified party and subject to indemnification under this Section 9 shall be reduced by the net amount recovered by the indemnified party (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other third party.
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Survival and Other Matters. Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document: (a) Each representation, warranty, indemnity, covenant and agreement of the Seller and Buyer shall survive the Closing; provided, however, that no Indemnified Party shall be entitled to assert any claim against any Indemnifying Party under Section 7.1(a), 7.1(b) or 7.1(e) (to the extent related to Section 7.1(a) or 7.1(b)), 7.2(a), 7.2(b) or 7.2(e) (to the extent related to Section 7.2(a) or 7.2(b)) of this Agreement unless the Indemnified Party asserting such claim shall notify the Indemnifying Party in writing of such claim, in reasonable detail, prior to the second anniversary of the Closing Date, in which case the Indemnified Party's right to indemnification in respect of such claim will survive. (b) The Seller shall have no liability under Section 7.1(a), 7.1(b) and 7.1(e) (to the extent related to Section 7.1(a) and 7.1(b)) and under any similar indemnification provisions for breach of representation, warranty, covenant or agreement by the Seller and/or its Affiliates in the purchase agreements for the French Asset Sale, the Argentina Stock Sale and the Mexico Stock Sale (collectively the "Foreign Purchase Agreements"), and Buyer shall have no liability under Section 7.2(a), 7.2(b) and 7.2(e) (to the extent related to Section 7.2(a) and 7.2(b)) and under any similar indemnification provisions for breach of representation, warranty, covenant or agreement by Buyer and/or its Affiliates in the Foreign Purchase Agreements, as the case may be, unless the aggregate amount of all of such party's liabilities thereunder, but for this Section 7.4(b) exceeds $125,000; provided, however, such limit applies to such liabilities in the aggregate, and not to each individual liability, such that once the aggregate of such liabilities exceeds such amount, such party shall be responsible to indemnify the Indemnified Party fully for all such liabilities, to the extent such liabilities exceed such amount; provided, further, that any Rework Costs incurred by Buyer (and not reimbursed by the Seller) in excess of $25,000 shall be included for purposes of determining whether Seller's liabilities have exceeded such amount. Notwithstanding the foregoing, no such monetary limitation shall apply as to any Third Party Claim or to any claim based on fraud or gross negligence. (c) The Seller shall have no liability under Section 7.1(a), 7.1(b) and 7.1(e) (to the extent related to...
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Survival and Other Matters. (a) The representations, warranties, covenants and agreements of each of the parties hereto shall survive the Closing indefinitely without limitation; provided, however, the representations and warranties (other than those in Sections 4.2 and 4.7 (the first two and last two sentences only), and 5.2 all of which shall survive indefinitely, and in Section 4.13 which shall survive for the applicable statute of limitations, and in Section 4.18 which shall survive until the third anniversary of the Closing) shall only survive until the first (1st) anniversary of the Closing. The parties hereto acknowledge that except for the representations and warranties specifically set forth herein, they have not relied on any information provided by the other party as constituting a representation or warranty of such other party. (b) Notwithstanding anything in this Agreement to the contrary, Buyer shall be solely and exclusively responsible and liable for all obligations of any of Buyers, and License Co. shall not have or incur any liability whatsoever, arising out of this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall Seller have any liability for indemnification of Buyer for misrepresentation or breach of representation or warranty until the aggregate of all Losses for which indemnification is sought therefor exceeds the Indemnification Threshold, after which Buyer shall be entitled to be indemnified for all Losses in excess of the Indemnification Threshold, and in no event shall Seller have any liability for indemnification of Buyer or misrepresentation or breach of representation or warranty in excess of the Indemnification Cap except as provided in Schedule 7.1(b) to the Schedule Volume; provided, however, the limitations provided above shall not apply to a breach of a representation contained in Sections 4.2 or 4.7 (the first two and last two sentences only) except as provided on Schedule 11.2(c), or in the case of fraud.
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Survival and Other Matters. Notwithstanding anything to the contrary contained in any of Transaction Documents: (a) Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; (b) Seller shall not have any liability for any misrepresentation or breach of warranty, agreement or covenant under this Agreement if and to the extent that the same is disclosed in the appropriate Schedule; and (c) The effect of any misrepresentation, breach of warranty, covenant or agreement of, or any indemnifiable claim against, any party under this Agreement shall be determined based solely on damages net of any amounts recovered by the Indemnified Party in respect thereof or in connection therewith under any one or more policies of insurance maintained by any party hereto or any third party.
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Survival and Other Matters. Each representation, warranty, indemnity, covenant and agreement of each of the parties hereto shall survive the Closing; provided, however, that no party shall be entitled to assert claims against any other for misrepresentations or breach of warranty under or pursuant to this Agreement unless the party asserting such claim shall notify the other in writing of such claim within two (2) years after the Closing Date; and provided, further, however that the foregoing limitations on the survival of representations and warranties shall not apply to any of the representations and warranties in or pursuant to Section 5.3, 5.6 or 5.1, hereof. Notwithstanding the foregoing, in no event shall the Seller on the one hand or Buyer on the other hand, have any liabilities under or pursuant to this Agreement for any misrepresentations or breaches of warranties hereunder except to the extent such liabilities shall exceed in the aggregate $25,000.
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Related to Survival and Other Matters

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Marshalling and Other Matters Borrower hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein. Further, Borrower hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Security Instrument on behalf of Borrower, and on behalf of each and every person acquiring any interest in or title to the Property subsequent to the date of this Security Instrument and on behalf of all persons to the extent permitted by applicable law.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Notifications and Other Indemnification Procedures Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representative (in the case of counsel for the indemnified parties referred to in Section 8(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b) above) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.

  • Discovery and Other Rights Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit. This applies to both you and us. Other rights that you or we would have in court may not be available in arbitration. Please read this Arbitration Clause and consult the rules of the arbitration organizations listed below for more information.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

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