Survival of Certain Affirmative Covenants Sample Clauses

Survival of Certain Affirmative Covenants. From and after the date that the Obligations under the Note have been paid and performed in full, the Company shall no longer be obligated to perform, comply with and observe the covenants set forth in Sections 8.1 (Payment of Note), 8.3(c) (Informational Reporting Requirements; Weekly Reporting Package), 8.4 (Company SEC Documents), 8.12 (Communications with Accountants), 8.13 (Compliance with Material Contracts), 8.14 (Fiscal Year End), 8.16 (Additional Subsidiary Guarantors), 8.20 (Future Information) and 8.21 (Further Assurances). All other covenants and obligations set forth in this Section 8 shall survive the repayment of the Obligations to Purchaser under the Note.
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Survival of Certain Affirmative Covenants. From and after the date that the Obligations under the Note have been indefeasibly paid in full in cash, the Company Parties shall no longer be obligated to perform, comply with and observe the covenants set forth in SECTIONS 9.3 (Information Reporting Requirements), 9.7 (Books and Records; Inspections), 9.8 (Maintenance of Properties), 9.9 (Insurance), 9.12 (Communications with Accountants), 9.13 (Compliance with Material Contracts), 9.14 (Environmental Matters), 9.15 (Additional Company Parties), 9.17 (Subordination of Acquisition Notes; New Acquisition Notes), 9.18 (Enforcement of Rights), 9.19 (Security for Obligations) and 9.20 (Future Information).
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Survival of Certain Affirmative Covenants. From and after the date that the Note has been indefeasibly paid in full or otherwise satisfied in full, the Company Parties shall no longer be obligated to perform, comply with and observe the covenants set forth in Sections 9.3(c) through (s) only (Information Reporting Requirements), Section 9.7 (Maintenance of Properties), Section 9.11 (Communication with Accountants), Section 9.12 (Compliance with Material Contracts), Section 9.15 (Additional Company Parties or Assets; Liens Released or Terminated), and Section 9.17 (Further Assurances).
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Survival of Certain Affirmative Covenants. From and after the date that the Obligations under the Notes have been indefeasibly paid and performed in full, the Companies shall no longer be obligated to perform, comply with and observe the covenants set forth in Section 9; provided, however, that until such time as the Purchaser owns or holds, or has the right to acquire, directly or indirectly, at least 499,802 shares of the Adjusted Capital Stock of the Parent, the following covenants and obligations shall survive: Section 9.4 (Compliance with Laws; Consents), and Section 9.17 (Company SEC Documents).
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Survival of Certain Affirmative Covenants. From and after the date that the monetary Obligations under the Note have been paid in full and, if Pleasant Street holds the Senior Notes, the Senior Notes have been paid in full, and so long as the Purchaser owns or holds, or has the contractual right to acquire, directly or indirectly, five percent (5.0%) of more of the Common Stock calculated on a Fully Diluted Basis, the Company shall not be obligated to perform, comply with and observe any of the covenants set forth in this Article 8 except for (a) Section 8.2 (Performance of Certain Investment Documents) and (b) Section 8.19 (AMEX Listing) (PROVIDED that the Company shall not be obligated to perform, comply with and observe the covenants set forth in Section 8.2 or Section 8.19 once the Purchaser no longer owns or holds, or has the contractual right to acquire, directly or indirectly, five percent (5.0%) of more of the Common Stock calculated on a Fully Diluted Basis)." (g) Section 8.29 (Hiring of Sales Force) of the Securities Purchase Agreement shall be amended to read in its entirety as follows:
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Survival of Certain Affirmative Covenants. From and after ----------------------------------------- the date that the Notes have been indefeasibly paid in full or otherwise satisfied in full, the Company Parties shall no longer be obligated to perform, comply with and observe the covenants set forth in Sections 9.1, 9.2, 9.3(v)-(ix), 9.4, 9.5, 9.7 through 9.20
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Survival of Certain Affirmative Covenants. From and after the date that the Obligations under the Notes have been indefeasibly paid in full, the Company Parties shall no longer be obligated to perform, comply with and observe the covenants set forth in SECTIONS 9.3(c) through (k) only (Information Reporting Requirements), SECTION 9.8 (Maintenance of Properties), SECTION 9.9 (Insurance), SECTION 9.12 (Communication with Accountants), SECTION 76
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Related to Survival of Certain Affirmative Covenants

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.

  • Survival of Covenants, Etc All covenants, agreements, representations and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount due under this Agreement or the Notes or any of the other Loan Documents remains outstanding or any Letters of Credit remain outstanding or any Lender has any obligation to make any Loans or issue any Letters of Credit. The indemnification obligations of the Borrower provided herein and in the other Loan Documents shall survive the full repayment of amounts due and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein. All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of the Borrower, any Guarantor or any of their respective Subsidiaries pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by such Person hereunder.

  • Indemnification; Survival of Certain Provisions The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 4.02 of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless each Liquidity Indemnitee from and against all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.03, 3.09 or 7.07 or in the Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such Fee Letter)), that may be imposed on or incurred by such Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with, any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Intercreditor Agreement or any Participation Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense, (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to which it is a party or (iv) otherwise excluded from the indemnification provisions contained in Section 4.02 of the Participation Agreements. The provisions of Sections 3.01, 3.03, 3.09, 7.05 and 7.07 and the indemnities contained in Section 4.02 of the Participation Agreements shall survive the termination of this Agreement.

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

  • Survival of Covenants Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination (A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (B) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. (ii) The Advisor shall promptly upon termination: (a) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (d) cooperate with the Company to provide an orderly transition of advisory functions.

  • Waiver of Certain Covenants Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.1(22), 9.1(2), 8.1, 10.4, 10.5, 10.6, 10.7 or 10.8 for the benefit of the Holders of such series if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

  • Survival of Certain Representations and Obligations The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

  • Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

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