Survival of Provisions and Indemnification Obligations Sample Clauses

Survival of Provisions and Indemnification Obligations. (a) The representations and warranties of the Parties set forth in Article 4 and Article 5 of this Purchase Agreement shall survive the Closing for one (1) year from the Closing; provided, however, that the Fundamental Representations of the Parties shall survive the Closing indefinitely.
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Survival of Provisions and Indemnification Obligations. (a) Subject to Section 10.5(b) and unless as otherwise provided in this Purchase Agreement, all representations, warranties and indemnifications herein, the covenants of the Parties and the indemnification obligations of the Parties set forth in this Purchase Agreement shall survive (x) any investigation of the Parties and (y) the Closing as follows:
Survival of Provisions and Indemnification Obligations. (a) The representations and warranties in this Agreement and the covenants and obligations set forth herein required to be performed prior to the Closing shall survive for six (6) months after the Closing Date; provided, that the Fundamental Representations shall survive indefinitely. For avoidance of doubt, the covenants and obligations set forth herein required to be performed from and after the Closing shall survive and be enforceable (subject to the limitations set forth in this ARTICLE VIII) after the Closing until fully performed; provided, that the indemnification obligations set forth in Section 8.1(a)(i) and Section 8.1(b)(i) shall survive the Closing until termination as provided in this Section 8.4.
Survival of Provisions and Indemnification Obligations. (i) The representations and warranties of the Parties set forth in Article 3, Article 4, and Article 5 of this Purchase Agreement shall survive the Closing until the eighteen-month anniversary of the Closing Date; provided, however, that (A) the representations and warranties set forth in Section 4.5 shall terminate and expire on the third (3rd) anniversary of the Closing Date; (B) the Fundamental Representations of the Parties shall survive the Closing until the expiration of the applicable statute of limitations, and (C) the representations and warranties set forth in Section 4.3 and the indemnification obligations owed by any Seller to Buyer pursuant to Sections 11.1(a)(iii) and 11.1(a)(iv) shall survive until the date that is sixty (60) calendar days after the expiration of the applicable statute of limitations.
Survival of Provisions and Indemnification Obligations. (a) Subject to Section 10.5(b) and unless as otherwise provided in this Purchase Agreement, all representations, warranties and indemnifications herein, the covenants of the Parties and the indemnification obligations of the Parties set forth in this Purchase Agreement shall survive (x) any investigation of the Parties and (y) the Closing as follows: (i) in the case of representations and warranties of the Parties in Article III and Article IV of this Purchase Agreement (and indemnification obligations of the Parties therefore), until one (1) year after the Closing Date; provided, however, that the Fundamental Representations of the Parties shall survive the Closing until the lapse of the applicable statute of limitations; 49 (ii) in the case of covenants and indemnification obligations of the Parties other than the covenants set forth in Sections 6.1(j) (Remediation and Monitoring Projects) 6.3(g) (Revenues and Remittance of Monies) and 6.3(l) (Confidentiality) and the indemnification obligations set forth in Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a) and 10.2(b), until one (1) year after the Closing Date, or otherwise in accordance with their terms; (iii) in the case of the covenants set forth in Section 6.3(f) (Employee Covenant), until the second anniversary of the Closing Date; (iv) in the case of the covenants set forth in Section 6.1(j) (Remediation and Monitoring Projects), until ten (10) years after the Closing Date; and (v) in the case of the covenants set forth in Sections 6.3(g) (Revenues and Remittance of Monies) and 6.3(l) (Confidentiality) and of the indemnification obligations set forth in Sections 10.1(a)(iii), 10.1(b)(iii), 10.1(b)(iv) 10.1(b)(v), 10.2(a) and 10.2(b), until the lapse of the applicable statute of limitations. (b) Notwithstanding the foregoing, in the event a claim for indemnification is made in accordance with the provisions hereof on or before the expiration of the applicable survival period for the provision under which such claim is made, the obligations of the Indemnifying Party shall continue as to such claim until it has been finally resolved. ARTICLE XI

Related to Survival of Provisions and Indemnification Obligations

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • 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 Provisions The obligations contained in this Section 11 shall survive the termination or expiration of the Executive’s employment with the Company and shall be fully enforceable thereafter.

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