Survival of Representation and Warranties; Indemnification Sample Clauses

Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Parties contained in Section 2.1 of this Agreement shall survive the Transferred Interest Closing hereunder;
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Survival of Representation and Warranties; Indemnification. 5.1 The representations, warranties and indemnities contained in or made pursuant to this Agreement shall expire one year after the Closing, except that the representations and warranties set forth in Sections 2.2, 2.3, 2.4, 2.7 and 3.2 shall continue indefinitely or until the earlier expiration of the applicable statute of limitations. Any matter as to which a claim for indemnification has been asserted by notice to the other party that is pending or unresolved at the end of any limitation period shall continue to be covered by this Section 5 until such matter is finally terminated or otherwise resolved by the parties and settled under this Agreement and any amounts payable hereunder are finally determined and paid.
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Survival of Representation and Warranties; Indemnification. The representations and warranties of the Parties contained in this Agreement shall survive the Closing hereunder. CEG shall defend, indemnify and hold harmless EDF and its Affiliates from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by CEG hereunder, or (ii) any breach of any covenant made by CEG hereunder. EDF shall defend, indemnify and hold harmless CEG from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by EDF hereunder, or (ii) any breach of any covenant made by EDF hereunder.
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Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Parties contained in Section 2.1 of this Agreement shall survive the Transferred Interest Closing hereunder; 23 (b) The representations and warranties contained in Section 2.2 hereof shall survive until the date that is eighteen (18) months after the Transferred Interest Closing; provided, however, that: (i) the representations and warranties contained in Section 2.3 will survive until the date that is thirty-six (36) months after the Transferred Interest Closing; (ii) The representations and warranties contained in Section 2.4 will survive until the date that is eighteen (18) months after the later to occur of the NMP-3 Site Closing and the Xxxxx-2 Site Closing; and (iii) The representations and warranties contained in Section 2.2(e) will survive until the expiration of the period of the applicable statute of limitations (taking into account any tolling periods and extensions) after the Transferred Interest Closing; (c) The CEG Parties shall jointly and severally defend, indemnify and hold harmless the EDF Release Parties from and against any and all Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by any of the CEG Parties in Article II hereof, or (ii) any breach of any covenant made by any of the CEG Parties hereunder. (d) The EDF Parties shall jointly and severally defend, indemnify and hold harmless the CEG Release Parties from and against any Losses arising out of (i) any inaccuracy or breach of any representation or warranty made by it in Article II hereof, (ii) any breach of any covenant made by it hereunder, or (iii) claims made under the UNE Guarantees. (e) If any Person who has the right to be indemnified under Sections 4.2(c) or 4.2(d) (the “Indemnified Party”) receives notice of the commencement of any action or proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment for which indemnity may be sought hereunder (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Section 4.2, the Indemnified Party shall as promptly as practicable provide the party that has agreed to indemnify hereunder (the “Indemnifying Party”) with notice in writing of the Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is material...
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Survival of Representation and Warranties; Indemnification. 11.1 Survival of Representations and Warranties of the Shareholders and ------------------------------------------------------------------ the Company; Indemnification. ----------------------------
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Survival of Representation and Warranties; Indemnification. (a) The representations and warranties in this Agreement shall survive the Effective Date for a period of one year following the Effective Date (the "Claim Period"). Any claim for indemnification pursuant to this Agreement must be made by written notice to the indemnifying party, postmarked or (if sent by private delivery service) delivered within the Claim Period, such notice to comply with Section 8.5(e) hereof.
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Survival of Representation and Warranties; Indemnification. Section 10.01 . Survival Of Representation And Warranties 50 Section 10.02 . Indemnification 50 Section 10.03 . Defense Of Claims 52 Section 10.04 . Stockholders’ Representative 53 ARTICLE 11 TERMINATION Section 11.01 . Termination 54 Section 11.02 . Effect of Termination 55 ARTICLE 12 MISCELLANEOUS Section 12.01 . Notices 56 Section 12.02 . Amendments; No Waivers 57 Section 12.03 . Expenses 57 Section 12.04 . Successors and Assigns 58 Section 12.05 . Governing Law 58 Section 12.06 . Jurisdiction 58 Section 12.07 . WAIVER OF JURY TRIAL 58 Section 12.08 . Counterparts; Effectiveness; Benefit 58 Section 12.09 . Entire Agreement 59 Section 12.10 . Captions 59 Section 12.11 . Severability 59 Section 12.12 . Specific Performance 59 Section 12.13 . No Implied Representation 59 INDEX TO EXHIBITS Exhibit A Forms of Voting Agreements Exhibit B Form of Non-Competition and Non-Solicitation Agreement Exhibit C Form of Escrow Agreement Exhibit D Form of Stockholders’ Representative Agreement Exhibit E Form of Opinion of Counsel to the Company Exhibit F Form of Opinion of Counsel to Parent INDEX TO ANNEXES Annex A List of Persons executing Voting Agreement Annex B List of Persons executing Non-Competition and Non-Solicitation Agreement Annex C Amended and Restated Certificate of Incorporation of the Surviving Corporation Annex D Series A Preference Value Calculation AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of June 9, 2003, among Kintana, Inc., a Delaware corporation (the “Company”), Mercury Interactive Corporation, a Delaware corporation (“Parent”), Kanga Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary I”), Kanga Acquisition L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary II”) and Xxx Xxxx, as Stockholders’ Representative.
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Survival of Representation and Warranties; Indemnification. (a) The representations and warranties of the Company and of the Purchaser contained in this Agreement or any of the documents delivered at Closing shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and continue in full force and effect, regardless of any investigation made by the Purchaser or on its behalf, for a period of three (3) years after the Closing Date. The representations and warranties of Freeman contained in this Agreement shall survive the execution and dexxxxxx of this Agreement and the consummation of the transactions contemplated hereby and continue in full force and effect, regardless of any investigation made by the Purchaser or on its behalf, for a period of one (1) year after the Closing Date.
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Survival of Representation and Warranties; Indemnification 
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Related to Survival of Representation and Warranties; Indemnification

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

  • 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 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 Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 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 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. Sellers agree to indemnify ATOW and ATOW SUB, 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 Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their 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 ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

  • 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.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to, any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement or other instrument delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with closing the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower in favor of the Administrative Agent or any of the Lenders under this Agreement. All representations and warranties made under this Agreement and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to Section 2.11. and the date of the occurrence of any Credit Event, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically permitted hereunder. All such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the Loan Documents and the making of the Loans and the issuance of the Letters of Credit.

  • 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 Warranties and Covenants Indemnification 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.

  • 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.

  • Survival of Representations and Warranties and Agreements All representations and warranties of the parties contained in this Agreement shall survive the Closing and shall not be affected by any investigation made prior to the Closing.

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