Survival; Knowledge of Breach Sample Clauses

Survival; Knowledge of Breach. (a) The representations and warranties contained in this Agreement and the Exhibits hereto, shall survive the Closing until April 1, 2005, except that (i) the representations and warranties contained in Section 5.16 (Taxes) shall survive the Closing until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such breached representation and warranty; (ii) the first and second sentences of Section 5.1 (Organization and Qualification) and the representations and warranties contained in Section 6.1 (Organization and Qualification), the representations and warranties contained in Sections 5.19 and 6.11 (Brokers), and the first sentence of Section 5.12 (Assets) shall survive the Closing indefinitely; and (iii) the representations and warranties contained in Section 5.11 (Intellectual Property) shall survive the Closing until the fourth anniversary thereof. The covenants contained in this Agreement shall survive the Closing until the fifth anniversary thereof; provided, however, that any covenants relating to Taxes shall survive until 60 days after the expiration of the relevant statute of limitations applicable to claims made under Laws applicable to any such covenant. No claim may be made or suit instituted seeking indemnification pursuant to Section 8.2 for any breaches or inaccuracy in any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail is provided to an Indemnifying Party within the survival periods set forth in this Section 8.1(a).
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Survival; Knowledge of Breach. (a) The representations and warranties of Seller Agreement Parties contained in this Agreement or in any certificate delivered by them pursuant hereto and the representations and warranties of Parent and the Merger Sub contained in this Agreement or in any certificate delivered by them pursuant hereto shall survive the Closing until the date that is the 18 month anniversary of the Closing Date, except for:
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Survival; Knowledge of Breach. (a) The representations and warranties of the ED&F Parties contained in Article V and the representations and warranties of Parent and Merger Sub contained in Article VI shall survive the Closing until the date that is the first anniversary of the Closing Date, except as provided in Section 7.23(b) and except for:
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Survival; Knowledge of Breach. (a) The representations and warranties contained in this Agreement shall survive the Closing until the date that is one year after the Closing Date, subject to the following extension:
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Survival; Knowledge of Breach. The representations, warranties and covenants (to the extent such covenants relate to the performance of obligations prior to the Closing) contained in this Agreement shall survive the Closing until the date that is fifteen (15) months after the Closing Date; provided, however, that the representations and warranties contained in Sections 3.1, 3.6(a) (only the first sentence thereof), 3.11 and 3.17 and 4.1 shall survive the Closing until the expiration of the applicable statute of limitations and the representations and warranties contained in Sections 3.13 and 3.16 shall survive the Closing until the date that is five (5) years after the Closing Date. The covenants contained in this Agreement which relate to the performance of obligations after the Closing shall survive the Closing for the periods contemplated by their terms.
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Survival; Knowledge of Breach. (a) The representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing; provided, however, that the representations and warranties contained in, Section 3.13 (Taxes) shall survive the Closing until thirty (30) days after the expiration of any applicable statute of limitations period (after giving effect to any waivers and extensions thereof), the representations and warranties contained in Section 3.14 (Environmental Matters) shall survive the Closing until three (3) years after the Closing Date and the representations and warranties contained in Sections 3.1 (Organization), 3.2 (Authorization), 3.3 (Capitalization of the Acquired Companies), the first sentence in Section 3.10(a) and 4.1 (Incorporation and Authority) shall survive the Closing indefinitely. The covenants contained in this Agreement which relate to the performance of obligations after the Closing shall survive the Closing for the periods contemplated by their terms, but in any event, not less than the earlier of (i) three years from the Closing Date and (ii) thirty (30) days after expiration of any applicable statute of limitations period (after giving effect to any waivers and extensions thereof); provided, however, that the covenant contained in Section 7.5 (Tax Matters) shall survive the Closing until thirty (30) days after expiration of any applicable statute of limitations period (after giving effect to any waivers and extensions thereof). Any claim for breach of any of the representations and warranties involving actual fraud or a willful misrepresentation may be made at any time following the Closing Date subject only to applicable limitation periods imposed by Law.
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Survival; Knowledge of Breach. (a) The covenants, obligations, representations and warranties under this Agreement shall survive the Closing, provided, however, that the representations and warranties contained herein shall survive only until the earlier to occur of (i) the issuance of the audited financial statements for Newco for the fiscal year ending June 30, 2008 or (ii) the expiration of the 15-month period following the Closing Date (the “Survival Period”), and no Claim for Losses resulting from any misrepresentation or breach of warranty shall be brought or made after the Survival Period, except that such time limitation shall not apply to:
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Survival; Knowledge of Breach. (a) The representations and warranties of the Company Agreement Parties contained in this Agreement or in any certificate delivered by them pursuant hereto and the representations and warranties of JetPay contained in this Agreement or in any certificate delivered by them pursuant hereto, and the indemnification obligations set forth in this ARTICLE IX, shall survive the Closing until the date that is the 12-month anniversary of the Closing Date, except for the representations and warranties set forth in Section 4.1 (Organization and Qualification; Subsidiaries), Section 4.2 (Authorization), Section 4.5 (Capitalization), Section 4.8 (Title), Section 4.16 (Environmental Matters), Section 4.17 (Employee Benefit Matters), Section 4.18 (Taxes) and Section 4.21 (Brokers), Section 6.1 (Title) and Section 6.2 (Authorization) (collectively, the “Company Fundamental Representations”) and in Section 5.2 (Authorization) and Section 5.7 (Capitalization), all of which shall survive until the date that is 60 days after the expiration of the applicable statute of limitations without reference to documents under seal; provided, however, that (x) any obligations under Section 9.2(a) and Section 9.2(b) shall not terminate with respect to any Losses as to which the Indemnified Party shall have given notice in accordance with Section 9.3 to the Indemnifying Party before the termination of the applicable survival period set forth above (the “Survival Period”), (y) the covenants and agreements contained in this Agreement to be fully performed or complied with at or prior to the Closing shall expire on the 12-month anniversary of the Closing Date and (z) each covenant and agreement contained in this Agreement to be performed or complied with after the Closing shall survive until the expiration of the applicable performance or compliance period hereunder.
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Survival; Knowledge of Breach. (a) The covenants, agreements, representations and warranties contained herein shall survive the Closing; provided, however, that the representations and warranties contained herein shall survive only until the expiration of the 15-month period following the Closing Date (the “Survival Period”), and no Claim for Losses resulting from any misrepresentation or breach of warranty shall be brought or made after the Survival Period, except that such 15-month time limitation shall not apply to:
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Related to Survival; Knowledge of Breach

  • No Knowledge of Breach Neither Company nor any of its Subsidiaries has any Knowledge of any facts or circumstances that would result in Buyer or Buyer Bank being in breach on the date of execution of this Agreement of any representations and warranties of Buyer or Buyer Bank set forth in ARTICLE IV.

  • Knowledge of Default It is expressly understood and agreed that the Agent shall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall have received a written notice from a Lender or the Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”. Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each Lender with a copy of such notice and shall endeavor to provide such notice to the Lenders within three (3) Business Days (but without any liability whatsoever in the event of its failure to do so). The Agent shall also furnish the Lenders, promptly upon receipt, with copies of all other notices or other information required to be provided by the Borrower hereunder.

  • Investigation of Breach If the Seller (i) has knowledge of a breach of a representation or warranty made in Section 3.4, (ii) receives notice from the Depositor, the Trust, the Owner Trustee or the Indenture Trustee of a breach of a representation or warranty made in Section 3.4, (iii) receives a written request to repurchase a Receivable due to an alleged breach of a representation and warranty in Section 3.4 from the Owner Trustee, the Indenture Trustee, any Verified Note Owner or any Noteholder (which repurchase request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 3.4; provided, that with respect to a repurchase request from a Noteholder or a Verified Note Owner, such repurchase request shall initially be provided to the Indenture Trustee) for a Receivable (each, a “Repurchase Request”) or (iv) receives a final report from the Asset Representations Reviewer that indicates that the Asset Representations Reviewer has determined that a test procedure under the Asset Representations Review Agreement has not been satisfied with respect to a representation or warranty set forth in Section 3.4 for a Receivable, then, in each case, the Seller will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in any Receivable. None of the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee, the Asset Representations Reviewer or the Administrator will have an obligation to investigate whether a breach of any representation or warranty has occurred or whether any Receivable is required to be repurchased under this Section 3.5.

  • Officer's Knowledge of Default Upon any Executive Officer of the Borrower obtaining knowledge of any Default or Event of Default hereunder or under any other obligation of the Borrower or any Subsidiary to any Lender, or any event, development or occurrence which could reasonably be expected to have a Material Adverse Effect, cause such officer or an Authorized Representative to promptly notify the Administrative Agent of the nature thereof, the period of existence thereof, and what action the Borrower or any Subsidiary proposes to take with respect thereto.

  • Actual Knowledge For purposes of this Agreement, neither the Agent nor any Lender shall be deemed to have actual knowledge of any fact or state of facts unless the senior loan officer or any other officer responsible for the Borrower's account established pursuant to this Agreement at the Agent or such Lender, shall, in fact, have actual knowledge of such fact or state of facts or unless written notice of such fact shall have been received by the Agent or such Lender in accordance with SECTION 9.6.

  • Prior Actions and Knowledge I represent and warrant that from the time of my first contact or communication with the Company, I have held in strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied, published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company.

  • No Knowledge The Company has no knowledge of any event which would be more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective.

  • Knowledge of the Company The term “Knowledge of the Company” shall mean the actual knowledge of the Company and the Sellers, with respect to the matter in question, and such knowledge as any of them reasonably should have obtained upon commercially reasonable inquiry of employees and contractors of the Company into the matter in question.

  • Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.

  • Survival and Notice of Breach The representations and warranties set forth in this Section 2.02 shall survive the sale of the Receivables by the Seller to the Purchaser pursuant to this Agreement and the sale of the Receivables by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and the pledge thereof to the Indenture Trustee pursuant to the Indenture. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party.

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