SURVIVAL; KNOWLEDGE; WAIVER Sample Clauses

SURVIVAL; KNOWLEDGE; WAIVER. All representations and warranties and those covenants and obligations in this Agreement that expressly survive the Closing pursuant to their terms will survive the Closing and the consummation of the contemplated transactions for a period of five years, subject to the limitations set forth in this Article.
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SURVIVAL; KNOWLEDGE; WAIVER. All representations and warranties of Seller contained in this Agreement will survive until the second anniversary of the Closing Date, unless Buyer notifies Seller in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty in which case such representation or warranty will survive with respect to such claim or claims until the final resolution by settlement, arbitration, litigation, or otherwise of such claim or claims; provided, however, that (i) representations and warranties contained in Sections 3.1 (Organization and Good Standing), 3.2 (Enforceability; No Conflict), 3.3 (Capitalization and Ownership), and 3.26 (Brokers or Finders) will survive the Closing indefinitely; (ii) representations and warranties in Section 3.21 (Environmental, Health and Safety Matters) will survive until the fifth anniversary of the Closing Date, but only to the extent the representations in Section 3.21 do not pertain to Occupational, Safety and Health Law; and (iii) representations and warranties contained in Sections 3.17 (Taxes) and 3.18 (Employee Benefits) will be governed by Article 11 and Article 12, respectively. All representations and warranties of Buyer confirmed in this Agreement will survive until the second anniversary of the Closing Date, unless Seller notifies Buyer in writing prior to such date of any specific claim or claims for alleged breach of any such representation or warranty in which case such representation or warranty will survive with respect to such claim or claims until the final resolution by settlement, arbitration, litigation, or otherwise of such claim or claims; provided, however, that (i) representations and warranties contained in Sections 4.1 (Organization), 4.2 (Enforceability; No Conflict), 4.5 (Brokers or Finders) and 4.6 (No Knowledge of Misrepresentation or Omissions) will survive the Closing indefinitely. A claim for indemnification or reimbursement based on any covenant or obligation to be performed or complied with subsequent to the Closing Date may be made at any time. INDEMNIFICATION BY SELLER Seller will indemnify and hold harmless Buyer, the Acquired Companies and their respective Representatives, equity owners, controlling persons and Affiliates (collectively, the “Buyer Indemnitees”) for, and will pay to the Buyer Indemnitees the monetary value of, any Adverse Consequences arising from or in connection with: any breach of any representation or warranty made by Se...
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SURVIVAL; KNOWLEDGE; WAIVER. The covenants and agreements of the parties contained in this Article and the representations and warranties contained in Section 3.18 will survive the Closing and the consummation of the Contemplated Transactions and will remain in full force and effect until six months following the expiration of all statutes of limitations with respect to any Adverse Consequences arising, directly or indirectly, from or in connection with Seller’s breach of Section 12.2. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of having been acquired) about, the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representation, warranty, covenant or obligation. GUARANTEE PARENT GUARANTEE The Parent hereby unconditionally and irrevocably guarantees to Buyer and the Buyer Indemnitees the complete and timely performance of each and every liability, duty and obligation of Seller under this Agreement (including each of the representations and warranties provided under Article 3 and the indemnities provided by Seller under Articles 10, 11 and 12) and the Ancillary Agreements. The obligation of the Parent under this Section will be absolute, unconditional and irrevocable and will remain in full force and effect until all such liabilities, duties and obligations have been satisfied and discharged in full. The guarantee hereunder will constitute a continuing guarantee and will apply to all such liabilities, duties and obligations whenever and whatever arising. Notwithstanding anything herein to the contrary, (i) a separate cause of action may be brought against the Parent without the necessity of previously proceeding against or exhausting any remedy against Seller; and (ii) for the avoidance of doubt, the Parent shall be entitled to any and all rights, defenses, counterclaims and setoffs available to any party whose obligations and liabilities are guaranteed hereunder by the Parent, then existing under applicable law and only to the extent not waived or previously adjudicated by the Seller or its...
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SURVIVAL; KNOWLEDGE; WAIVER. All representations, warranties, covenants and obligations in this Agreement, Sellers’ Disclosure Schedule, Buyer’s Disclosure Schedule, the supplements to Sellers’ Disclosure Schedule, the certificate delivered pursuant to Section 2.7(a)(v) and any other certificate or document delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions, subject to the limitations set forth in this Article. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of having been acquired) about, the accuracy or inaccuracy of or compliance or noncompliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representation, warranty, covenant or obligation.
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SURVIVAL; KNOWLEDGE; WAIVER. The covenants and agreements of the parties contained in this Article and the representations and warranties contained in Section 3.17 will survive the Closing and the consummation of the Contemplated Transactions and will remain in full force and effect until six months following the expiration of all statutes of limitations with respect to any Taxes that would be indemnifiable by Buyer or Seller under Sections 11.3 and 11.4. The right to indemnification, payment of damages or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of having been acquired) about, the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representation, warranty, covenant or obligation.
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SURVIVAL; KNOWLEDGE; WAIVER. All representations, warranties, covenants and obligations in this Agreement and any certificates (including Officer's Certificates) delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions, subject to the limitations set forth in this Article 10 and Article 11. The right to indemnification, payment of damages ---------- ---------- or other remedy based on such representations, warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of having been acquired) about, the accuracy or inaccuracy of or compliance or noncompliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages or other remedy based on such representation, warranty, covenant or obligation.
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SURVIVAL; KNOWLEDGE; WAIVER. (a) All of Espotting's covenants and agreements, and its representations and warranties in Article IV, the Espotting Disclosure Schedule, the supplements to the Espotting Disclosure Schedule, the certificate delivered by Espotting pursuant to Section 6.2(c) and any other certificate or document delivered by Espotting pursuant to this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby, subject to the limitations set forth in this Article IX; provided, however, that nothing in this Article IX shall in any way limit the parties' rights as described in Section 7.2 should this Agreement be terminated. (b) The right of FindWhat to a reduction of the Merger Consideration payable hereunder and pursuant to the Escrow Agreement based on breaches of such representations, warranties, covenants and obligations shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of having been acquired) about, the accuracy or inaccuracy of or compliance or noncompliance with, any such representation, warranty, covenant or obligation. The waiver by FindWhat or Subcorp of any condition based on the accuracy of any of Espotting's representations or warranties, or on the performance of or compliance with any covenant or obligation of Espotting, shall not affect the right of FindWhat to a reduction of the Merger Consideration payable hereunder and pursuant to the Escrow Agreement based on breaches of such representations, warranties, covenants and obligations.
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Related to SURVIVAL; KNOWLEDGE; WAIVER

  • Continuing Representations These representations shall be considered to have been made again at and as of the date of each disbursement of the Loan and shall be true and correct as of such date or dates.

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. SELLER agrees to indemnify ATOW and its affiliates, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by SELLER pursuant to this Agreement. ATOW and ATOW SUB agrees to indemnify SELLER, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and/or ATOW SUB shall have the right to recoup any amount paid to Xxxxx Towing, Inc., as a result of a non-assumed claim or liability.

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Continuing Representations and Warranties The Borrowers jointly and severally represent and warrant to each Creditor that:

  • Survival of Representations All representations and warranties of the Borrower contained in this Agreement shall survive delivery of the Notes and the making of the Loans herein contemplated.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • No Default; Representations and Warranties At the time of each such Credit Event and also after giving effect thereto (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such Credit Event (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against the Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.3, 2.6 and 2.26 and Sections 3.1 and 3.6 and the related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

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