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. 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. (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
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.
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 of the investments and the carrying out of the transactions contemplated by this Agreement and the sale, issuance, and delivery of the Purchased Securities to the Purchasers. All such covenants, agreements, representations and warranties shall be binding upon any successors and assigns of the Company.
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 Drawing or Advance hereunder and shall continue in full force and effect and until all Obligations hereunder, under the Fee Letter and under the Bank Note shall have been paid in full. Whenever in this Agreement and the Fee Letter any of the parties hereto and thereto 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, the Fee Letter 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, the Fee Letter 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) the Authority has received written notice from each of the Rating Agencies then rating the Notes that the transfer shall not cause the lowering, withdrawal or suspension of any ratings then existing on the Notes; and (ii) the Bank shall be responsible for all costs resulting from the transfer. This Agreement, the Fee Letter and the Bank Note are made solely for the benefit of the Authority, the Bank, and no other Person (including, without limitation, the Issuing and Paying Agent, any Dealer or any holder of Notes) shall have any right, benefit or interest under or because of the existence of this Agreement, the Fee Letter or the Bank Note; provided further that the Authority’s liability to any Participant shall not in any event exceed that liability which the Authority would owe to the Bank but for such participation.
Survival of Covenants; Successors and Assigns. All of the Authority’s 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 this Agreement is in effect and until all obligations of the Authority hereunder and under the Notes 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 Authority which are contained in this Agreement shall inure to the benefit of the successors and assigns of the Liquidity Provider. The Authority may not transfer its rights or obligations under this Agreement without the prior written consent of the Liquidity Provider. Notwithstanding the foregoing, the Liquidity Provider shall, with the Authority’s consent (which shall not be unreasonably withheld), and the approval of the Attorney General (to extent necessary), be permitted to grant to one or more financial institutions (each a “Participant”), a participation or participations in all or any part of the Liquidity Provider’s rights and benefits under this Agreement or any other Transaction Document on a participating basis (a “Participation”), or as a party to this Agreement. In the event of any such grant by the Liquidity Provider of a Participation to a Participant, the Liquidity Provider shall remain responsible for the performance of its obligations hereunder to the extent not otherwise granted to a Participant. The Authority agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of Section 3.H hereof as if such Participant were the Liquidity Provider and the Participant shall be deemed to be a “Liquidity Provider” with joint and several obligations under this Agreement.
Survival of Covenants; Successors and Assigns. All covenants, agreements and representations made herein and in certificates delivered in connection herewith shall be deemed material and relied on by American notwithstanding any investigation made by it or in its behalf, and shall survive the execution and delivery of the Notes, to it and its payment therefor, and shall bind and, subject to compliance with the provisions of this Agreement including without limitation Section 7.12, inure to the benefit of the Company's successors and assigns, whether so expressed or not, and all such covenants, agreements and representations shall inure to the benefit of the successors and assigns of American, whether so expressed or not.
