Survival of Certain Representations, Warranties and Covenants Sample Clauses

Survival of Certain Representations, Warranties and Covenants. The respective representations and warranties set forth in or made pursuant to this Agreement, and the respective obligations of the parties hereto under Sections 7 and 9 of this Agreement, will remain in full force and effect, regardless of any investigation or statement as to the result thereof made by or on behalf of any party and will survive payment for the various transfers referred to herein and delivery of the Certificates or termination of this Agreement.
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Survival of Certain Representations, Warranties and Covenants. The representations and warranties of the Seller and the Purchaser made in this Agreement or any Other Transaction Agreement, and all Claims with respect thereto, shall terminate on the date that is twelve (12) months from the Closing Date, except that (a) the Acquired Company Specified Representations, the Seller Specified Representations, the Purchaser Specified Representations, and all Claims with respect thereto, shall terminate on the date that is five (5) years from the Closing Date and (b) the representations and warranties of the Seller contained in Section 4.13 (Taxes), and all Claims with respect thereto, shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions thereof). All of the covenants and agreements of the Parties in this Agreement which, by their terms, are to be performed or complied with in their entirety at or prior to the Closing, and all Claims with respect thereto, shall terminate on the date that is nine (9) months from the Closing Date; provided, however, that the covenants and agreements contained in Section 6.03 (Tax Matters), and all Claims with respect thereto, shall survive until sixty (60) days after the expiration of the applicable statute of limitation (including any extensions thereof); provided, further, however, that Section 8.04 shall survive the Closing indefinitely or until the latest date permitted by applicable Law. All of the covenants and agreements of the Parties contained in this Agreement which, by their terms, are to be performed or complied with in whole or in part following the Closing, and all Claims with respect thereto, shall survive for the period (i) provided in such covenants and agreements, if any, or until performed in accordance with their respective terms plus (ii) an additional thirty (30) days. Notwithstanding the foregoing, if a Claim Notice meeting the requirements of Section 9.03(a) with respect to indemnification under Section 9.01(a) or Section 9.02(a) shall have been given in accordance with Section 11.01 within the applicable survival period, the representations, warranties, covenants or agreements that are the subject of such indemnification Claim shall survive with respect to such Claim Notice until it is finally and fully resolved. The Parties expressly agree that the provisions of this Section 8.01 shall operate as a contractual statute of limitations.
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Survival of Certain Representations, Warranties and Covenants. The respective representations, covenants and other statements of the Issuer and the respective representations, warranties, covenants and other statements of the Borrower set forth in or made pursuant to this Bond Purchase Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results of any investigation, made by or on behalf of the Underwriter, the Issuer or the Borrower and will survive delivery of and payment for the Bonds or any termination of this Bond Purchase Agreement.
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Survival of Certain Representations, Warranties and Covenants. (a) All representations and warranties set forth in this Agreement and in any certificate delivered pursuant to this Agreement shall survive the Closing and continue in full force and effect for a period of eighteen (18) months after the Closing Date. Notwithstanding the foregoing, the representations and warranties of the parties contained in Section 4.2 (Capital Structure; Subsidiaries), 4.3 (Authorization; Validity of Agreement), 4.15 (Environmental Matters), 4.22 (Employee Benefit Plans), 4.30 (Brokers) and Section 4.23 (Tax Matters) (collectively, the “Specified Representations”) shall survive the Closing and continue in full force and effect for a period beginning on the Closing Date and ending sixty (60) days following the expiration of the applicable statute of limitations, and they shall thereafter be of no further force or effect. All covenants and agreements of the parties contained in this Agreement shall survive the Closing for their respective periods set forth herein, unless otherwise indicated herein.
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Survival of Certain Representations, Warranties and Covenants. The representations, warranties and covenants of the parties in this Agreement and in any instrument delivered pursuant hereto shall survive the Closing.
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Related to Survival of Certain Representations, Warranties and Covenants

  • CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1. The Company represents and warrants that the Policies are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Policies will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established the Account as a segregated asset account under applicable law and has registered or, prior to any issuance or sale of the Policies, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Policies, and that it will maintain such registration for so long as any Policies are outstanding. The Company shall amend the registration statements under the 1933 Act for the Policies and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Policies or as may otherwise be required by applicable law. The Company shall register and qualify the Policies for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

  • Survival of Representations, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Non-Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS Each Assignor represents, warrants and covenants, which representations, warranties and covenants shall survive execution and delivery of this Agreement, as follows:

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