Survival of Company Obligations Sample Clauses

Survival of Company Obligations. (a) Subject to Section 8.3(a), the representations, warranties, covenants and agreements of the Company in this Agreement shall survive the Effective Time for a period of one year and shall terminate and be of no further force or effect as of 5:00 p.m., Texas time, on the first anniversary of the Effective Time.
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Survival of Company Obligations. (a) All representations and warranties of the Company, MusicCo, LandCo and Purchaser contained herein or in any document, certificate or other instrument required to be delivered hereunder in connection with the transactions contemplated hereby shall survive the Closing and shall continue until three (3) years after the Effective Time (the "Survival Period"), provided, that, if any claims for indemnification have been asserted with respect to any such representations and warranties in accordance with Section 10.2 prior to the end of the Survival Period, the representations and warranties on which any such claims are based shall continue in effect until final resolution of such claims, and provided, further, that (i) the representations and warranties set forth in Section 4.12 (Tax Matters) and the representations and warranties set forth in Section 4.2 (Subsidiaries, as it relates to ERI) and Section 4.3(a) and (b) (Capitalization) shall survive the Closing and continue for four (4) years, provided, that, if any claims for indemnification have been asserted with respect to any such representations and warranties in accordance with Section 10.2 prior to the end of the four year period, the representations and warranties on which any such claims are based shall continue in effect until final resolution of such claims; and (ii) any claim for indemnification pursuant to clauses (ii), (v), (x) and (xi) of Section 10.2(a) may be made at any time prior to the expiration of any applicable statute of limitations, provided, that, if any claims for indemnification have been asserted with respect to any such representations and warranties in accordance with Section 10.2 prior to the end of any applicable statute of limitations, the representations and warranties on which any such claims are based shall continue in effect until final resolution of such claims. All covenants and agreements of the Company, MusicCo, LandCo, Purchaser, the Representative, the Buyer and Sub contained herein shall survive the Closing and the Effective Time. All representations and warranties of the Buyer contained herein or in any document, certificate or other instrument required to be delivered hereunder in connection with the transactions contemplated hereby shall terminate at the Effective Time.
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Survival of Company Obligations. Upon compliance with Section 9.2, this Agreement and all obligations of the Company hereunder shall be terminated except the obligations of the Company under Sections 7.2, 7.22, 8.2, 8.7, 8.9, 10.2, 11.4, 11.5, 11.6, 11.11, 11.13 and 11.14 shall survive such termination. lxxxiv
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Survival of Company Obligations. (a) Except as provided in this Article VIII and Article IX, the representations and warranties of the Company in this Agreement or any document delivered pursuant hereto shall survive the Closing for a period beginning on the Closing Date and ending on the Escrow Release Date, except that the representations and warranties in Sections 3.02, 3.03 and 3.26 hereof shall survive the Closing until the 30-month anniversary of the Closing Date (the "Termination Date"). The representations and warranties of the Stockholders in any document delivered pursuant hereto shall survive the Closing for a period beginning on the Closing Date and ending on the Escrow Release Date, except that the representations and warranties (the "Ownership LT Representations") in Sections (a) and (c) of the Letter of Transmittal delivered by each Stockholder shall survive the Closing until the Termination Date.
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Survival of Company Obligations. (a) Subject to Section 8.3(a), the representations, warranties, covenants and agreements of the Company in this Agreement shall survive the Effective Time until the earlier to occur of (i) 5:00 p.m., Boston time, on the first anniversary of the Effective Time or (ii) the date of issuance of the first independent audit report on the Buyer's annual financial statements after the Effective Time, which annual financial statements include the financial results of the Company.
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Related to Survival of Company Obligations

  • Survival of Obligations Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

  • Survival of Claims Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination of this Lease shall survive such termination.

  • SURVIVAL OF OBLIGATION Notwithstanding anything in this Lease to the contrary, the provisions of this Article 16 will survive the Termination Date and continue in full force and effect notwithstanding any breach by LESSOR or LESSEE of the terms of this Lease, the termination of the lease of the Aircraft to LESSEE under this Lease or the repudiation by LESSOR or LESSEE of this Lease.

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

  • Company Obligations The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:

  • No Discharge; Survival of Claims Each of the Borrower and the Guarantors agrees that (i) its obligations hereunder shall not be discharged by the entry of an order confirming a Reorganization Plan (and each of the Borrower and the Guarantors, pursuant to Section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) the Superpriority Claim granted to the Agent and the Lenders pursuant to the Orders and described in Section 2.23 and the Liens granted to the Agent pursuant to the Orders and described in Sections 2.23 and 2.25 shall not be affected in any manner by the entry of an order confirming a Reorganization Plan.

  • Revival of Secured Obligations This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Agent or Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Agent, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Agent, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Agent or Lender in Cash.

  • 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.

  • 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.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

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