Survival of Certain Representations, Warranties and Other Agreements Sample Clauses

Survival of Certain Representations, Warranties and Other Agreements. The representations, warranties, agreements and covenants in this Agreement and any certificate delivered pursuant hereto by any Person shall survive for a period of one year after the Closing Date, except that (a) the representations set forth in Section 3.01, Section 3.02, Section 3.05, Section 3.08 (the “Seller Specified Representations”) shall survive for a period of three years after the Closing Date and thereafter there will be no remedies available to Purchaser with respect to any breach of such representations, other than in the case of Fraud, (b) other than the covenants and agreements set forth in Section 5.01(g), the covenants and agreements which by their terms are to be performed after Closing shall survive until the date that is ninety (90) days after the last date that a Party is required to take any action or refrain from taking any action in accordance therewith and thereafter there will be no remedies available to the Parties hereto with respect to any breach of such covenants and (c) the covenants and agreements set forth in Section 5.01(g) shall survive for a period of three years after the Closing Date and thereafter there will be no remedies available to Purchaser with respect to any breach of such covenants and agreements; provided, that any claim made or asserted by an Indemnified Entity within the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall continue to survive until such claim is finally resolved and all obligations with respect thereto are fully satisfied.
Sample 1
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Related to Survival of Certain Representations, Warranties and Other Agreements

  • Survival of Warranties and Agreements All representations and warranties made herein and all obligations of the Borrower in respect of taxes, indemnification and expense reimbursement shall survive the execution and delivery of this Agreement and the other Loan Documents, the making and repayment of the Loans, the issuance and discharge of Letters of Credit hereunder and the termination of this Agreement and shall not be limited in any way by the passage of time or occurrence of any event and shall expressly cover time periods when the Administrative Agent, any of the other Agents or any of the other Lenders may have come into possession or control of any Property of the Borrower or any of its Subsidiaries.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.

  • Representations, Warranties and Covenants of the Underwriters (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation that:

  • Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

  • Representations, Warranties and Covenants of the Placement Agent A. The Placement Agent represents, warrants and covenants as follows:

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

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

  • Representations, Warranties and Agreements Section 6.01.

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