Survival Generally Sample Clauses

Survival Generally. Except in the case of Fraud and as set out in Sections 8.1(f), (g), (h) and (i), liability for breaches of the representations and warranties of the Parties contained in this Agreement shall terminate upon the expiry of the period of eighteen (18) months following the Closing Date and the covenants of the Parties shall survive the Closing Date for a period of eighteen (18) months following the Closing Date, except for those covenants and agreements that by their terms contemplate performance in whole or in part after the Closing, which shall survive for a period of eighteen (18) months following the date by which performance was due.
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Survival Generally. Except as set out in Sections 8.1(e), (f), (h) and (i), liability for breaches of the representations and warranties of the parties hereto contained in this Agreement shall terminate upon the expiry of the period of twelve (12) months following the Closing Date, except:
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Survival Generally. (a) The representations and warranties of the Parties contained in this Agreement, the representations, warranties and certifications contained in any certificate or other instrument delivered pursuant to this Agreement (other than the representations and warranties contained in the Master Agreement Amendment, the Intel ATA Amendment, the ST ACA Amendment, any other Ancillary Agreement and, for the avoidance of doubt, the Master Agreement, the Intel ATA and the ST ACA, which are subject to Section 10.1(c)), and the covenants contained in Section 6.1 (Conduct of Business of the Company), Section 7.27 (Micron Financing Cooperation) and Section 7.28 (Additional Financial Statements) shall survive the Closing and continue (regardless of any investigation made by or on behalf of, or other knowledge of, the Parties to this Agreement) for a period of twelve (12) months after the Closing Date, except that (i) the representations and warranties set forth in Section 3.11 (Taxes) shall survive until sixty (60) days after the expiration of the statute of limitations for the collection of the Tax that is the subject of such representation or warranty (taking into account only those extensions thereof that have been approved by Sellers in accordance with Section 7.9), (ii) the representations and warranties set forth in Section 3.32 (Governmental Incentives) and Section 4.11 (Governmental Incentives) shall survive until sixty (60) days after the expiration of the statute of limitations applicable to claims by a Governmental Entity with respect to the Governmental Incentives (in the case of Section 3.32), Intel Governmental Incentives (in the case of Section 4.11(a)) or ST Governmental Incentives (in the case of Section 4.11(b)), as the case may be, that are the subject of such representations and warranties, (iii) the representations and warranties set forth in Section 3.24(e) (Pension Plan Liability) shall survive until sixty (60) days after the expiration of the applicable statute of limitations for any claims that could be made by any Person relating to the subject of such representation and warranty, (iv) the representations and warranties set forth in each of Section 3.1 (Organization and Good Standing), Section 3.2 (Company Capital Structure), Section 3.3 (Subsidiaries), Section 3.4 (Authority and Enforceability), Section 4.1 (Organization and Good Standing), Section 4.2 (Authority and Enforceability), Section 4.5 (Legal Ownership of Shares), Section 5.1 (Organiza...
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Survival Generally. All rights of the Parties having accrued prior to expiration or termination of this Agreement shall survive all expirations and terminations of this agreement. In addition, the following shall survive all expirations and terminations of this Agreement (subject to any later expiration provided for in such provisions).
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Survival Generally. Except as provided in Section 10.1(e), liability for (i) breaches of representations and warranties of the Parties contained in this Agreement other than as provided in (ii) and (iii) of this Section 10.1(d) shall terminate on the date that is 12 months immediately following the Closing Date; (ii) breaches of any of the representations and warranties set forth in Section 6.12 (Environmental Matters) shall terminate on the date that is 30 days following the date when such claims are barred by the applicable statute of limitations; (iii) breaches of any Fundamental Representations contained in this Agreement shall survive the Closing indefinitely; (iv) breaches of the covenants and agreements of the Parties contained in this Agreement requiring performance (x) prior to the Closing, shall terminate on the date that is 12 months immediately following the Closing, and (y) after the Closing, shall survive the Closing and terminate when barred by the applicable statute of limitations; and (v) all claims for fraud, willful misconduct and intentional misrepresentation shall survive the Closing and terminate on the date that is 30 days following the date such claims are barred by the applicable statute of limitations. Notwithstanding any provision of this Agreement to the contrary, the right of a Person to any remedy pursuant to this Article X shall not be affected by any investigation or examination conducted, or any knowledge possessed or acquired, by such Person at any time concerning any circumstance, action, omission or event relating to the accuracy or performance of any representation, warranty, covenant or obligation, or by the waiver of any closing condition contained in this Agreement.
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Survival Generally. The representations, warranties, covenants, agreements and undertakings of Buyer and Sellers in this Agreement, the SCHEDULES hereto and the Related Agreements and all rights of Buyer and Sellers with respect thereto shall survive the Closing and the sale and transfer of the Shares; provided, however, that survival of the representations and warranties of the parties contained in this Agreement shall be subject to the limitations provided herein. Except as provided in the context of the representations and warranties set forth in Section 3.11 of this Agreement, Buyer agrees to release all contribution claims against Sellers arising under any Environmental Law, as well as any common law regarding the protection of health, safety and the environment,including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.
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Survival Generally. (a) Termination of this Agreement for any reason shall not release either party hereto from any liability which at the time of such termination has already accrued to the other party.
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Related to Survival Generally

  • Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification and to receive advancement 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 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 Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, 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, shall not prevent the concurrent assertion or employment of any other right or remedy.

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • Directors’ and Officers’ Indemnification and Insurance (a) Parent and Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Transactions), existing as of the date of this Agreement in favor of the current or former directors or officers, as the case may be, of the Company as provided in the Company’s or each of the Company’s subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) currently in effect as of the date of this Agreement, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) (i) indemnify, defend and hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent required by the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws (or equivalent organizational or governing documents) of the Company or any of its subsidiaries as in effect on the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions referenced in subsections (i) above in any manner that would adversely affect the rights thereunder of any Indemnitees with respect to any acts or omissions occurring on or prior to the Effective Time.

  • Directors and Officers Exculpation Indemnification and Insurance (a) Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time existing in favor of the current or former directors and officers of the Company or any of its Subsidiaries as provided in their respective Charter Documents and any indemnification or other similar agreements of the Company or any of its Subsidiaries shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing, such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Company and its Subsidiaries to perform their respective obligations under such Charter Documents. Without limiting the foregoing, from and after the Effective Time, the Surviving Company hereby agrees to indemnify and hold harmless each of the Company Indemnified Parties, against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement, the Statutory Merger Agreement and the Transactions, including the Merger)), arising out of or pertaining to the fact that such Company Indemnified Party is a current or former director or officer of the Company or any of its Subsidiaries, or is a current or former director or officer of another Person, having served or serving in such capacity at the request of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Applicable Law. In the event of any such Legal Proceeding: (x) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced shall provide an undertaking, if and only to the extent required by the Bermuda Companies Act, the Charter Documents of the Surviving Company or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification or any allegation of fraud or dishonesty is proved; and (y) the Surviving Company shall cooperate in the defense of any such matter.

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