Survival of Guarantees, Agreements and Covenants Sample Clauses

Survival of Guarantees, Agreements and Covenants. (a) Notwithstanding any investigation conducted at any time with regard thereto by Parent, Newco or their respective officers, directors, employees, or agents and except for any claims based upon, arising out of or in connection with any fraud or willful misconduct on the part of Company Shareholders (which claims shall survive indefinitely), the guarantees of the Company Shareholders set forth in this Agreement shall survive for a period of one (1) year after the Closing (the "Expiration Date") but each and every covenant and agreement of each party shall survive indefinitely the execution, delivery and performance of this Agreement; provided, however, that (A) the guarantees set forth under the captions "Title to Company Capital Stock" (Section 3.2) shall survive for a period of ten (10) years after the Closing with respect to the applicable Company Shareholder only, and (B) the representations and warranties set forth under the captions "Intellectual Property" (Section 2.18), and "Taxes" (Section 2.17) shall survive for a period of three (3) years after the Closing ((A)-(B) above to be referred to herein as the "Surviving Warranties"). No investigation made by or on behalf of Parent or Newco with respect to Company or the Company Shareholders shall be deemed to affect Parent' or Newco's reliance on the representations, warranties, covenants and agreements made by Company or the Company Shareholders contained in this Agreement and shall not be a waiver of Parent's rights to indemnity as herein provided for the breach or inaccuracy of or failure to perform or comply with any of Company's or the Company Shareholders' guarantees, covenants or agreements under this Agreement. After completion of the Closing, the Company Shareholders shall not be entitled to seek or obtain any contribution or compensation from the Company with respect to breaches of guarantees given hereunder by, or breach of covenants hereunder of, the Company at or prior to Closing.
Sample 1
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Related to Survival of Guarantees, Agreements and Covenants

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • Survival of Covenants and Agreements The covenants and agreements of the parties to be performed after the Effective Time contained in this Agreement shall survive the Effective Time.

  • 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.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.

  • Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12 and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

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