Survival of Covenants; Successors and Assigns. All representations and warranties of the Company contained in this Agreement, in the Schedules, or in any exhibit, certificate, document or instrument delivered pursuant to this Agreement shall survive the Closing and shall continue in full force and effect for three years after the Closing Date. The parties hereto understand and agree that this Agreement contains obligations, agreements and covenants that are intended to and shall continue after the Closing and except as otherwise provided herein, all covenants, agreements and obligations made herein, in the other Closing Documents and in certificates delivered in connection herewith or on behalf of the Company, shall survive the execution and delivery of this Agreement and shall bind and inure to the benefit of the Company and its successors and assigns and the holders of the Securities from time to time.
Survival of Covenants; Successors and Assigns. (a) All covenants, agreements, representations, and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any Advance hereunder and shall continue in full force and effect so long as the Commitment is in effect and until all obligations of the Authority hereunder and under the Bank Note shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Authority which are contained in this Agreement and the Bank Note shall inure to the benefit of the successors and assigns of the Bank. The Authority may not transfer its rights or obligations under this Agreement or the Bank Note without the prior written consent of the Bank. The Bank may transfer some or all of its rights and obligations under this Agreement with the prior written consent of the Authority (which consent shall not be withheld unreasonably), provided that
(i) prior to the effectiveness of such transfer, the Bank shall obtain written confirmation from the Rating Agencies then rating the Notes that such transfer shall not cause the lowering, withdrawal, suspension or placement on negative credit watch of any ratings then existing on the Notes, and (ii) the Bank shall be responsible for all costs resulting from the transfer. Except as described in Section 8.2(b) hereof, this Agreement and the Bank Note are made solely for the benefit of the Authority and the Bank, and no other person or entity (including, without limitation, the Issuing and Paying Agent, the Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement and the Bank Note.
(b) Notwithstanding the foregoing, the Bank shall be permitted to grant to one or more financial institutions (each a “Participant”) a participation or participations in all or any part of the Bank’s rights and benefits under this Agreement and the Bank Note on a participating basis but not as a party to this Agreement or the Bank Note (a “Participation”), without the consent of the Authority; provided that the Bank agrees to give the Authority written notice of the grant of any Participation immediately upon the effectiveness thereof; provided further, that prior to the effectiveness of any Participation, the Bank shall obtain ...
Survival of Covenants; Successors and Assigns. All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in certificates or other documents delivered pursuant to the Loan Documents, regardless of any investigation made by the Bank or on its behalf, shall survive the execution and delivery of the Loan Documents to the Bank, and shall continue in full force and effect until the Loan is paid in full. All such covenants, agreements, representations and warranties shall be binding upon any successors and assigns of the Borrower.
Survival of Covenants; Successors and Assigns. All covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in certificates or other documents delivered pursuant to the Loan Documents, regardless of any investigation made by the Lender or on its behalf, shall survive the execution and delivery of the Loan Documents to the Lender, and shall continue in full force and effect until the date on which the Loan is repaid in full. Anything to the contrary contained herein notwithstanding, Borrower’s obligation to pay to Lender, in addition to any other amounts then owing under the Note, a fee in the amount of ten percent (10.00%) of the face amount of the Loan (i.e., $200,000), upon a Change of Control transaction prior to November 20, 2010, as provided in Section 7.01(f), shall continue through the later of repayment of the Loan in full or November 20, 2010. All such covenants, agreements, representations and warranties shall be binding upon any successors and assigns of the Borrower.
Survival of Covenants; Successors and Assigns. All covenants, agreements, representations and warranties made by the parties in this Agreement shall survive the closing of the transactions contemplated by this Agreement. All such covenants, agreements, representations and warranties will inure to the benefit of, and be binding upon, any successors, assigns, heirs, transferees, executors, and administrators of the parties hereto.
Survival of Covenants; Successors and Assigns. (a) All representations and warranties of the Company contained herein, in the Schedules hereto, or in any exhibit, certificate, document or instrument delivered pursuant to this Agreement, shall survive the Closing and shall continue in full force and effect for one (1) year after the Closing Date.
(b) The parties hereto understand and agree that this Agreement contains obligations, agreements and covenants that are intended to and shall continue after the Closing and except as otherwise provided herein, all covenants, agreements and obligations made herein, and in instrument, documents or certificates delivered in connection herewith or on behalf of the Company, shall survive the execution and delivery of this Agreement and the purchase of the Preferred Shares and shall bind and inure to the benefit of the Company and its successors and assigns and the holders of the Preferred Stock and the Shares from time to time.
Survival of Covenants; Successors and Assigns. All covenants, agreements, representations and warranties made by the Company in this agreement and in certificates or other documents delivered pursuant to it shall survive the making by you of the loan contemplated by this agreement and the execution and delivery of Notes to you, and shall continue in full force and effect until all the Notes are paid in full and thereafter to the extent provided by section 9 hereof. All such covenants, agreements, representations and warranties shall be binding upon any successors and assigns of the Company.
Survival of Covenants; Successors and Assigns. 13.1 Survival of Covenants, Etc. All covenants, agreements, representations and warranties made by Rollins in this Agreement ox xxxx in writing by or on behalf of Rollins in connection with xxx xxxnsaction contemplated hereby shall survive the execution and delivery of this Agreement, any investigation at any time made by the Lenders or on its behalf and the making by the Lenders of the Loans contemplated hereby, and shall continue in full force and effect until all amounts payable by Rollins pursuant hereto havx xxxx paid in full. All statements contained in any certificate, statement or other document delivered by or on behalf of Rollins pursuant hereto or xx xxxxection with the transactions contemplated hereby shall be deemed representations and warranties by Rollins hereunder. All sucx xxxxxants, agreements, representations and warranties shall be binding upon any successors and assigns of Rollins.
Survival of Covenants; Successors and Assigns. All of the Board's covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making of any advance of funds hereunder and shall continue in full force and effect so long as the Liquidity Provider has obligations under this Agreement and until all obligations of the Board hereunder shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the next sentence, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Board which are contained in this Agreement shall inure to the benefit of the successors and assigns of the Liquidity Provider. The Board may not transfer its rights or obligations under this Agreement without the prior written consent of the Liquidity Provider.
Survival of Covenants; Successors and Assigns. All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall continue in full force and effect so long as the Agreement is in effect and until all obligations of the Borrower hereunder and under the other Related Documents shall have been paid in full. Whenever in this Agreement any of the parties hereto is referred to, such reference shall, subject to the last sentence of this Section 7.2, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Borrower which are contained in this Agreement shall inure to the benefit of the successors and assigns of the Bank. The Borrower may not transfer its rights or obligations under this Agreement without the prior written consent of the Bank. This Agreement is made solely for the benefit of the Borrower and the Bank, and no other Person or entity (including, without limitation, the Bond Issuer) shall have any right, benefit or interest under or because of the existence of this Agreement.
