Survival; Exclusivity Sample Clauses

Survival; Exclusivity. Notwithstanding anything to the contrary in this Agreement, (i) the covenants and agreements under this Article 8 shall survive until the close of business on the 60th day following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof), and (ii) Section 8.04 shall be the exclusive provision relating to indemnification for matters relating to Taxes of the KWK Entities.
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Survival; Exclusivity. Notwithstanding any provision of this Agreement to the contrary, each Party’s representations, warranties, covenants, agreements, rights and obligations with respect to any Tax or Tax matter covered by this Agreement shall survive the Closing and shall not terminate until thirty (30) days after the expiration of all statutes of limitations (including any and all extensions thereof) applicable to such Tax (or the assessment thereof) or Tax matter.
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Survival; Exclusivity. The representations and warranties contained in this Agreement and the certificates and other documents delivered pursuant to this Agreement shall terminate at the Closing; provided, however, that it is assumed, for purposes of the R&W Policy that Buyer may obtain, that all of Seller’s representations and warranties in Section 3.2 other than Section 3.2.20 shall survive the closing of this Agreement through the term of the R&W Policy, subject only to the limitations and qualifications set forth in Section 3.2 and the Disclosure Schedules. The covenants and agreements contained in this Agreement and the certificates and other documents delivered pursuant to this Agreement shall not survive the Closing; provided, however, that all covenants and agreements contained in Section 2.2.9, Section 2.4, Section 4, Section 7, Section 9 and Section 10 will survive Closing. Such representations, warranties, covenants and agreements contained in this Agreement are exclusive, and the parties confirm that they have not relied upon any other representations, warranties, covenants and agreements as an inducement to enter into this Agreement or otherwise. Each Party hereby waives, from and after the Closing, to the fullest extent permitted by law, any and all rights, actions or causes of action it may have against the other Party and its Affiliates relating to the subject matter of this Agreement and the certificates and other documents delivered pursuant to this Agreement, including any claims for breaches of Seller’s representations and warranties in Section 3.2, other than claims of fraud and rights and actions arising out of any breach of any covenant or agreement which expressly survives the Closing in accordance with this Section 9. As a matter of clarification, Buyer and Skanon shall have no recourse of any kind against Seller or its Affiliates for any breach of Seller’s representations and warranties after Closing absent fraud.
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Survival; Exclusivity. All of the representations and warranties of the Parties contained in this Purchase Agreement shall survive the Closing (unless Buyer, on the one hand, or Fibreboard, on the other hand, knew of any misrepresentation or breach of warranty or covenant of Fibreboard or Buyer, as the case may be, at the time of Closing in which event the affected representation(s) or warranty(ies), or relevant portion(s) thereof, shall not survive the Closing), but shall continue in force and effect solely for a period of one year thereafter (the "Survival Period"). The Parties hereto agree that the sole recourse from and after the Closing for a breach of a representation or warranty made in this Purchase Agreement shall be the indemnities provided for in Sections 10.2 and 10.3 of this Purchase Agreement, but nothing in such sections restricts any Party from enforcing other covenants or agreements made in this Purchase Agreement.
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Survival; Exclusivity. The obligation of the Seller to indemnify the Buyer for Excluded Taxes under this Section 6.6 will terminate on the date which is ninety (90) days after the expiration of the statute of limitations with respect to such Taxes.
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Survival; Exclusivity. The representations and warranties contained in this Agreement and the certificates and other documents delivered pursuant to this Agreement shall terminate at Closing. The covenants and agreements contained in this Agreement and the certificates and other documents delivered pursuant to this Agreement shall survive Closing to the extent applicable including but not limited to the agreements set forth in Section 1.3(c). Such representations, warranties, covenants and agreements contained herein are exclusive, and the parties hereto confirm that they have not relied upon any other representations, warranties, covenants and agreements as an inducement to enter into this Agreement or otherwise. The Purchaser hereby waives, from and after Closing, to the fullest extent permitted by law, any and all rights, claims, actions or causes of action it may have against the Company and its Affiliates relating to the subject matter of this Agreement and the certificates and other documents delivered pursuant to this Agreement, other than claims of fraud and rights, claims, actions and causes of actions arising out of a breach of any covenant or agreement of the Company which survives Closing. Further, the Purchaser waives, releases and covenants not to sue xxx Company for any Damages of any kind or character, arising under any Environmental Law (statutory, regulatory, common law, or otherwise) relating to any Damage, including without limitation, strict liability, incurred or allegedly incurred by the Purchaser. In addition, the Purchaser covenants and agrees that it shall not file any claims with any insurer of the Company for recovery under any insurance policies covering the Company and does hereby waive, irrevocably and forever and to the fullest extent permitted by law, any lights the Purchaser may have to recover under such insurance policies.
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Survival; Exclusivity. Notwithstanding anything _____________________ in this Agreement to the contrary, (i) this Article 8 shall govern the procedure for all indemnification claims relating to Taxes and (ii) the provisions of this Article 8 shall survive for the full period of all statutes of limitations (giving effect to any waiver, mitigation or extension thereof) for the assessment of Taxes for the Tax period in question, and any claim to be brought under this Article 8 must be brought prior to the expiration of such period.
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Survival; Exclusivity. The representations and warranties contained in this Agreement and the certificates and other documents delivered pursuant to this Agreement shall terminate at Closing, except for the Company's representations and warranties set forth in SECTIONS 2.4, 2.6, 2.7, 2.9 and 2.10 of this Agreement which shall survive for purposes of the indemnity referenced in SECTION 8.2(a) for a period of twelve (12) months after Closing of the respective Asset sale transactions. The covenants and agreements contained in this Agreement and the certificates and other documents delivered pursuant to this Agreement shall survive Closing to the extent applicable; provided, however, that the indemnification obligations set forth in SECTION 8.2(a) shall terminate twelve (12) months after Closing of the respective Asset sale transactions, except with respect to claims described in a Claim Notice or Indemnity Notice received prior to the expiration of such twelve (12) month period. Such representations, warranties, covenants and agreements contained herein are exclusive, and the parties hereto confirm that they have not relied upon any other representations, warranties, covenants and agreements as an inducement to enter into this Agreement or otherwise. The Purchaser hereby waives, from and after Closing, to the fullest extent permitted by law, any and all rights, claims, actions or causes of action it may have against the Company and its Affiliates relating to the subject matter of this Agreement and the certificates and other documents delivered pursuant to this Agreement, other than claims under SECTION 8.2(a) and of fraud and rights, claims, actions and causes of actions arising out of a breach of any covenant or agreement of the Company which survives Closing. Further, except as provided in SECTION 8.2(a), the Purchaser waives, releases and covenants not to sue xxx Company for any Damages of any kind or character, arising under any Environmental Law (statutory, regulatory, common law, or otherwise) relating to any Damage, including without limitation, strict liability, incurred or allegedly incurred by the Purchaser. In addition, the Purchaser covenants and agrees that it shall not file any claims with any insurer of the Company for recovery under any insurance policies covering the Company and does hereby waive, irrevocably and forever and to the fullest extent permitted by law, any rights the Purchaser may have to recover under such insurance policies.
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Survival; Exclusivity. (a) All of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement will survive the Closing and continue in full force and effect until two (2) years after the Closing, except for those contained in Section 3.10 which will survive the Closing and continue in full force and effect until nine (9) months after the Closing (in each case, the "Survival Period"). If any claim is made in writing during the applicable Survival Period, the representations and warranties shall survive thereafter solely for purposes of resolving such claim. The parties' respective obligations with respect to covenants shall not be limited to the Survival Period. The parties' respective obligations under the Tolling Agreement shall be governed thereby and shall not be limited to the Survival Period or otherwise modified by this Agreement. (b) In the event the Seller or the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Seller or the Purchaser has breached, as the case may be) any of its representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement and provided that the claiming party makes a written claim for indemnification within the Survival Period, then the other party agrees to defend, indemnify and hold harmless the claiming party from and against all Damages the claiming party suffered resulting from, arising from or out of, relating to, or caused by such event (to the extent such Damages are in excess of an aggregate amount of $75,000 (and only to the extent of such excess) and subject to an aggregate limit of $11,000,000). "Damages" shall mean all losses, amounts paid in settlement, claims, damages, liabilities, judgments, settlements and reasonable out-of-pocket costs (including costs of investigation or enforcement) and expenses (including reasonable attorneys' fees and expenses).
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Related to Survival; Exclusivity

  • Non-Exclusivity The services of the Adviser to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. (b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

  • Exclusivity Without prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.

  • Nonexclusivity and Survival of Rights The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Company’s Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s action as an agent of the Company, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors, administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent that a change in the Code, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • No Exclusivity The remedies provided for in this Section 2.09 are not exclusive and shall not limit any rights or remedies which may be available to any indemnified party at law or in equity or pursuant to any other agreement.

  • NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION (a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement. (c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

  • Limited Exclusivity The Sub-Advisor agrees that it will not provide similar services to any other mutual fund which holds itself out to the public as “Environmentally Qualified” or otherwise “Socially Responsible” within the common meanings of those terms. Other than that, it is understood that the services of the Sub-Advisor are not exclusive, and that nothing in this Agreement shall prevent the Sub-Advisor from providing similar services to other investment advisory clients, including but not by way of limitation, investment companies or to other series of investment companies, including the Trust (whether or not their investment objectives and policies are similar to those of the Fund) or from engaging in other activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Advisor’s ability to meet its obligations to the Fund hereunder. When the Sub-Advisor recommends the purchase or sale of a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the same security for the Fund, it is understood that in light of its fiduciary duty to the Fund, such transactions will be executed on a basis that is fair and equitable to the Fund. If the Sub-Advisor provides any advice to its clients concerning the shares of the Fund, the Sub-Advisor shall act solely as investment counsel for such clients and not in any way on behalf of the Trust or the Fund. The Sub-Advisor provides investment advisory services to numerous other investment advisory clients, including but not limited to other funds and may give advice and take action which may differ from the timing or nature of action taken by the Sub-Advisor with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Advisor any obligations other than those imposed by law to purchase, sell or recommend for purchase or sale, with respect to the Fund, any security which the Sub-Advisor, or the shareholders, officers, directors, employees or affiliates may purchase or sell for their own account or for the account of any client.

  • Term and Survival a) Subject to earlier termination as provided below, this Service Agreement is for the total duration of the Company’s Offering (the “Initial Term”) unless either party requests termination at least 30 days prior to the end of the then-current term. b) Additionally, either party may terminate this Service Agreement in the event: i) The other party’s material breach that remains not cured and continues for a period of (A) in the case of a failure involving the payment of any undisputed amount due hereunder, 15 days and (B) in the case of any other failure, 30 days after the non performing party receives notice from the terminating party specifying such failure; ii) Any statement, representation or warranty of the other party is untrue or misleading in any material respect or omits material information; iii) The other party (A) voluntarily or involuntarily is subject to bankruptcy proceedings, (B) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, or similar official, (C) makes a general assignment to creditors, (D) commences winding down or liquidation of its business affairs, (E) otherwise takes corporate action for the purpose of effecting any of the foregoing, or (F) ceases operating in the normal course of business; iv) If any change to, enactment of, or change in interpretation or enforcement of any law occurs that would have a material adverse effect upon a party’s ability to perform its obligations under this Service Agreement or a party’s costs/revenues with respect to the services under this Service Agreement; v) Upon direction to a party from any regulatory authority or National Automated Clearing House Association to cease or materially limit the exercise or performance of such party’s rights or obligations under this Service Agreement; vi) If there shall have occurred a material adverse change in the financial condition of the other party; or vii) Upon a force majeure event that materially prevents or impedes a party from performing its obligations hereunder for a period of more than 10 business days.

  • 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.

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