Survival of Representations and Warranties and Indemnity Sample Clauses

Survival of Representations and Warranties and Indemnity. The representations and warranties made by and the indemnity given by the Companies and the Shareholders in this Agreement and the other agreements and instruments delivered pursuant hereto shall survive the Closing and shall expire on the Expiration Date, provided that any of the foregoing relating to Taxes shall survive for the applicable statute of limitations period, and provided further that if at any time prior to the Expiration Date, ADAC delivers to the Agent a Claim Notice then the claim asserted in such notice shall survive the Expiration Date until such time as such claim is fully and finally resolved. The representations and warranties of ADAC shall expire on the Closing Date.
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Survival of Representations and Warranties and Indemnity. All representations and warranties of the parties contained herein will be true, accurate and not misleading at Closing, and survive the Closing and the execution and delivery of documents provided for herein for a period of one year after the Closing Date and will continue during that period in full force and effect and will not merge thereon or therein.
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Survival of Representations and Warranties and Indemnity. 6.1 All of the representations, warranties, covenants and agreements made by the Corporation and the Guarantors in this Agreement or pursuant hereto shall be continuing and shall survive the execution hereof and the Closing and any investigation made at any time by or on behalf of Balance Bar. All statements of the Corporation and the Guarantors contained herein or in any certificate, schedule, list, exhibit, document or other writing required to be delivered pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations and warranties of the Corporation and the Guarantors made in this Agreement or pursuant hereto.
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Survival of Representations and Warranties and Indemnity. The representations and warranties made in this Agreement will survive the execution and delivery of this Agreement. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than the covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing Date, which covenants and agreements shall survive for the period provided in such covenants and agreements, if any, or until fully performed. This Section 7 shall in no way limit any party’s rights under U.S. Federal securities law.
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Survival of Representations and Warranties and Indemnity. All representations and warranties contained in this Agreement or any other Loan Documents and the indemnification obligations of the Borrower pursuant to Section 12.2 hereunder shall survive the execution and delivery of this Agreement and the making and repayment of the Loans and the termination of this Agreement."
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Survival of Representations and Warranties and Indemnity. 8.1 Survival. All of the representations, warranties, covenants and agreements made by the SELLER in this AGREEMENT or pursuant hereto shall be continuing and shall survive the execution hereof and the date hereof for a period of three (3) years, notwithstanding any investigation made at any time by or on behalf of the BUYER. All statements of SELLER contained herein or in any certificate, schedule, list, exhibit, document or other writing delivered pursuant hereto or in connection with the transactions contemplated herein shall be deemed representations and warranties of SELLER made in this AGREEMENT or pursuant hereto.
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Survival of Representations and Warranties and Indemnity. The representations and warranties hereinbefore set out are conditions on which the Parties have relied in entering into this Agreement and shall survive the acquisition of any interest in the Technology and Intellectual Property Rights by the Company and each of the Parties shall indemnify and hold and save the other and the other’s Beneficiaries harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.
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Survival of Representations and Warranties and Indemnity. (a) Each of the representations and warranties set forth in Articles 5 and 6 herein shall survive the Merger until September 30, 2002 and shall thereafter expire and be terminated, except that the representations and warranties set forth in Section 5.2 shall survive indefinitely and the representations and warranties set forth in Sections 5.9, 5.14 and 5.15 shall survive until the later of the expiration of the applicable statutes of limitations (without any waiver of any statutes of limitations or extensions not consented to by the Shareholder Agent).
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Related to Survival of Representations and Warranties and Indemnity

  • 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 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 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.

  • 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 Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

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

  • 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 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.

  • Survival of Representations, Warranties and Indemnities The respective agreements, representations, warranties, and indemnities contained in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of you, any Underwriter or the Company, or any of your or their respective officers or directors or controlling persons, and will survive delivery of and payment for the Securities and the Unit Purchase Option.

  • Non-Survival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

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