Survival of Covenants and Representations and Warranties Sample Clauses

Survival of Covenants and Representations and Warranties. All of the covenants and representations and warranties contained in this Agreement and in any other agreement or document delivered pursuant to this Agreement, including this Article 10, will survive the Closing.
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Survival of Covenants and Representations and Warranties. Except as expressly set forth in 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 each of the Separation, the IPO and the Distribution and shall remain in full force and effect regardless of whether Odetics shall consummate, delay, modify or abandon the Distribution.
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Survival of Covenants and Representations and Warranties. All representations, warranties, covenants and agreements contained in this Agreement or in any certificate or instrument delivered pursuant to this Agreement shall terminate exactly one year after the Effective Time, provided, however, that (a) the representations and warranties set forth in Section 4.2(a) (Capitalization), Section 5.1 (Authorization of the Transaction) and 5.3 (Ownership and Delivery of Shares) shall survive in perpetuity, and provided further that those with respect to claims by any third party beneficiary under Section 7.5 hereof shall terminate upon the completed performance by the Buyer, Buyer Sub and the Surviving Corporation of all of their respective obligations under such provision. If written notice of a claim has been given to an indemnifying party prior to the expiration of the applicable representation, warranty, covenant or agreement by a party in whose favor such representation, warranty, covenant or agreement was made, the relevant representation, warranty, covenant or agreement shall survive as to such claim, until the claim has been finally resolved.
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Survival of Covenants and Representations and Warranties. All of the covenants and representations and warranties contained in this Agreement and in any other agreement or document delivered pursuant to this Agreement, including this Article 7, will survive the Closing until the date of the first anniversary of the Closing Date.
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Survival of Covenants and Representations and Warranties. All covenants, agreements, representations and warranties made herein and in documents delivered in support of the Loan request shall be deemed to have been material and relied on by the Lender and shall survive the execution and delivery to the Lender of the Note and the disbursements hereunder.
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Survival of Covenants and Representations and Warranties. Any covenant, representation and warranty contained herein shall survive closing of this Agreement and the formation of the Company.
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Survival of Covenants and Representations and Warranties. All covenants contained in this Agreement shall survive the Closing or the earlier termination of this Agreement. Notwithstanding the Closing or sooner termination of this Agreement or any investigation at any time made by or on behalf of any of the parties, the Corporation and the Buyer shall be liable for damages solely arising from any of their respective breaches of representations or warranties set forth in Sections 3 and 4 of this Agreement (including in any certificates delivered hereunder) which breaches shall not be considered waived by consummation of the transactions contemplated hereby, provided that, except with respect to breaches of the representations and warranties contained in Section 3(e) of this Agreement to which no limitations apply, such parties shall be liable for any such breach only to the extent that notice of such breach is asserted in writing and delivered to the breaching party prior to the one year anniversary of the Closing Date. The Trustee shall be liable for damages arising solely from and in respect of its breaches of representations or warranties set forth in Section 5 of this Agreement, which breaches shall not be considered waived by consummation of the transactions contemplated hereby, provided, however, that the Trustee shall have no liability hereunder respecting breaches of such representations and warranties if the Trustee followed generally accepted industry practices and procedures and relied upon reasoned opinions from its financial advisor and legal counsel in making such representations and warranties.
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Survival of Covenants and Representations and Warranties. The covenants and representations and warranties of the Buyer and the Target in this Agreement and the schedules and exhibits attached hereto, or in any closing certificate or the like, shall survive the Closing (even if the Buyer knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing) as follows: i. the covenants of the Buyer and the Target contained in this Agreement shall terminate on the Survival Expiration Date, except that the covenants of the Buyer specified in this Agreement to be performed after the Closing (including pursuant to Sections 1F, 5B, 8 and 11A of this Agreement) shall continue until the expiration of the applicable statute of limitations, plus 60 days; ii. all representations and warranties of the Buyer (other than those contained in Sections 7E and 7F) and the Target in this Agreement and the schedules and exhibits attached hereto or in any closing certificate or the like delivered by the Buyer or the Target in connection with this Agreement shall terminate on the Survival Expiration Date; and iii. all representations and warranties of the Buyer contained in Sections 7E and 7F shall survive until the expiration of the applicable statute of limitations; provided that any representation or warranty in respect of which indemnity may be sought under Section 8B, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 8A if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or potential right of indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time as contemplated by this Section 8.
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Survival of Covenants and Representations and Warranties. All covenants contained in this Agreement shall survive the Closing or the earlier termination of this Agreement. Notwithstanding the Closing, or sooner termination of this Agreement or any investigation at any time made by or on behalf of any of the parties, the Corporation and the Buyer shall be liable for damages solely arising from any of their respective breaches of representations or warranties set
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Related to Survival of Covenants and Representations and Warranties

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Covenants, Representations and Warranties 3.1 The Borrower ratifies, confirms and reaffirms, without condition, all the terms and conditions of the Agreement and the other Loan Documents and agrees that it continues to be bound by the terms and conditions thereof as amended by this Amendment; and, the Borrower further confirms and affirms that it has no defense, set off or counterclaim against the same. The Agreement and this Amendment shall be construed as complementing each other and as augmenting and not restricting the Bank's rights, and, except as specifically amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms. 3.2 The Borrower ratifies, confirms and reaffirms without condition, all liens and security interests granted to the Bank pursuant to the Agreement and the other Loan Documents, if any, and such liens and security interests shall continue to secure the indebtedness and obligations of the Borrower to the Bank under the Agreement, the Note and the other Loan Documents, including, but not limited to, all loans made by the Bank to the Borrower as amended by this Amendment. 3.3 The Borrower represents and warrants to the Bank that: (a) This Amendment has been duly executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable in accordance with its terms; (b) The execution and delivery of this Amendment by the Borrower and the performance and observance by the Borrower of the provisions hereof, do not violate or conflict with the organizational agreements of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (c) The representations and warranties set forth within Article III of the Agreement continue to be true and correct in all material respects as of the date of this Amendment except those changes resulting from the passage of time; and (d) No material adverse change has occurred in the business, operations, consolidated financial condition or prospects of the Borrower since the date of the most recent annual financial statement delivered to the Bank, and no Event of Default or condition which, with the passage of time, the giving of notice or both, could become an Event of Default has occurred and is continuing. 3.4 The Borrower shall execute or cause to be executed and deliver to the Bank all other documents, instruments and agreements deemed necessary or appropriate by the Bank in connection herewith.

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • 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.

  • REPRESENTATIONS, COVENANTS AND WARRANTIES The Company represents, covenants and warrants as follows:

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • 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 Survival of Representations and Warranties None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger.

  • Other Covenants, Representations and Warranties Stockholder hereby represents and warrants to Parent and Acquisition as follows:

  • Tenant’s Representations and Warranties The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this Amendment has been taken by Tenant; and (iii) the individual executing and delivering this Amendment on behalf of Tenant has been authorized to do so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence of such authority.

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