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. (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. (b) Except as otherwise provided in this Agreement, indemnities herein shall survive the Closing and shall be perpetual; provided, however, that: (i) the indemnity provided under Section 7.1(a)(iv)(E) shall survive the Closing for the life of Sithe’s investment in K Road and Sithe’s obligations under the K Road Guarantee; (ii) the indemnity provided under Section 7.1(a)(iv)(F) shall survive the Closing for the life of the Dexter Lease; and the indemnity provided under Section 7.1(a)(iv)(G) shall survive the Closing until the earlier to occur of either (A) the expiration of the applicable statute of limitations or (B) with respect to the indemnity relating to POSDEF, the earlier of: (x) the entry by FERC of a final, binding, non-appealable determination granting that POSDEF did not lose its QF Status during the period after December 18, 2000 as a result of Exelon’s indirect acquisition of its interest in Sithe or (y) the effective date of the settlement filed in FERC Docket Nos. EL04-26 and QF85-311 and, with respect to the indemnity relating to Xxx, the earlier of: (x) the entry by FERC of a final, binding, non-appealable determination granting that Xxx did not lose its QF Status during the period after December 18, 2000 as a result of Exelon’s indirect acquisition of its interest in Sithe to Xxx or (y) the effective date of the settlement filed in FERC Docket Nos. EL04-26 and QF86-734; and (iii...
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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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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 Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date eighteen (18) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j) and Section 4.02(d) and (g), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Primary Shareholders, jointly and severally, hereby agree to indemnify and hold Sage and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, material misrepresentation or material omission of the representations and warranties made by the Primary Shareholders in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith (other than the Employment Agreements (hereafter defined)), (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by Sage, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date (other than the Employment Agreements), (iii) any and all liabilities of the Company arising prior to the Closing Date except (x) as set forth on the audited financial statements of the Company as at and for the period ended December 31, 1998, (y) as set forth on the Closing Balance Sheet or (z) as otherwise disclosed in the Exhibits to this Agreement and (iv) one-half of any and all liabilities in excess of an aggregate amount equal to $75,000 of Sage or the Company with respect to or resulting from the failure of the information technology used in the

  • 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 As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.

  • 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.

  • 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.

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. SELLER agrees to indemnify ATOW and its affiliates, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by SELLER pursuant to this Agreement. ATOW and ATOW SUB agrees to indemnify SELLER, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and/or ATOW SUB shall have the right to recoup any amount paid to Xxxxx Towing, Inc., as a result of a non-assumed claim or liability.

  • 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.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

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