Survival of Indemnification, Representations and Warranties Sample Clauses

Survival of Indemnification, Representations and Warranties. An Indemnitor’s obligation to pay Indemnifiable Damages arising out of Claims described in Sections 8.1(c), 8.1(e) (except as otherwise provided in this Agreement), 8.2(c), 8.2(d), 8.2(e) and 8.2(f) hereof shall survive the Closing indefinitely. The representations and warranties contained in Articles 4 and 5 hereof, and an Indemnitor’s obligation to pay Indemnifiable Damages arising out of Sections 8.1(a), 8.1(d) and 8.2(a) hereof, shall survive the Closing as follows:
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Survival of Indemnification, Representations and Warranties. Except as expressly stated to the contrary herein, the indemnifications, representations and warranties of Purchaser, Company and the Seller contained in this Stock Purchase Agreement or in any certificate or document delivered pursuant to the provisions hereof shall survive the Closing Date for a period of three (3) years and shall not be affected by any investigation made by or on behalf of Purchaser, Company or Seller.
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Survival of Indemnification, Representations and Warranties. Except as expressly stated to the contrary herein, the indemnifications, representations and warranties of the parties contained in this Stock Purchase Agreement or in any certificate or document delivered at the Closing pursuant to the provisions hereof shall survive the Closing Date for a period of three (3) years; except for those representations and warranties contained in Sections 3.1 and 3.2 which shall continue in full force and effect forever. The representations, warranties and agreements of each of Company and Seller set forth in this Agreement shall be effective regardless of any investigation that Purchaser has undertaken or failed to undertake.
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Survival of Indemnification, Representations and Warranties. All of the representations, warranties, operational and other covenants, and agreements including but not limited to the restrictive covenants and the indemnification provisions contained in this Agreement are material and have been relied upon by the Parties hereto and shall survive the Closing for their applicable statute of limitations. The representations and warranties contained herein shall not be affected by any investigation, verification or examination by any Party or by anyone on behalf of such Party.
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Survival of Indemnification, Representations and Warranties. (a) The representations and warranties set forth in Section 3.18 (captioned “Compliance with Environmental Laws”), shall survive for a period of three years. The representations and warranties set forth in Section 3.2 (captioned “Authorization; Validity”), Section 3.3 (captioned “Consents and Approvals; No Conflicts”) and Section 3.4 (captioned “Capitalization”) shall survive the Closing indefinitely. The representations and warranties set forth in Section 3.9 (captioned “Taxes”) and in Section 3.12 (captioned “ERISA”) shall survive for a period that is 90 calendar days after the applicable statute of limitations (including applicable extensions). All other representations and warranties contained in this Agreement shall survive the Closing but shall terminate and expire at the close of business on the date that is 18 months after the Closing Date. All covenants and agreements, other than the covenant set forth in Section 5.8(g) (captioned “Tax Indemnification”), the survival of which is governed by this Section 10.3, shall be perpetual, unless otherwise specified.
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Related to Survival of Indemnification, Representations and Warranties

  • 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.

  • Survival of Representations and Warranties and Indemnification The representations and warranties of the Company set forth in Section 3 of this Agreement shall survive the execution and delivery of the Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 engagement letter between the Company and the Placement Agent, as same shall be supplemented and/or amended, is hereby incorporated herein by reference in its entirety as if more fully set forth herein and the provisions of the Indemnification Rider shall apply and be applicable to, among other things, all representations and warranties of the Company.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Survival of Agreement, Representations and Warranties, etc All warranties, representations and covenants made by the Borrower herein or in any certificate or other instrument delivered by it or on its behalf in connection with this Agreement shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making of the Loans herein contemplated and the issuance and delivery to the Administrative Agent of the Notes regardless of any investigation made by the Administrative Agent or the Lenders or on their behalf and shall continue in full force and effect so long as any amount due or to become due hereunder is outstanding and unpaid and so long as the Commitment has not been terminated. All statements in any such certificate or other instrument shall constitute representations and warranties by the Borrower hereunder.

  • Survival of Representations and Warranties; Indemnity All representations, warranties and covenants contained herein or made in writing by the Subscriber, or by the Company in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Company or the Subscriber, and the issue and sale of Securities. Unless the Company otherwise agrees in writing, the Subscriber shall and hereby does indemnify and hold harmless the Company from and against any and all losses, expenses, liabilities and other claims and damages relating to or arising out of any breach of any representation, warranty or covenant made by the Subscriber in this Agreement.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

  • Representations and Warranties Indemnification (a) The Director hereby represents and warrants to Company that his execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject.

  • 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.

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