Survival of Representations and Warranties and Other Obligations Sample Clauses

Survival of Representations and Warranties and Other Obligations. All representations and warranties in this Agreement, the Disclosure Schedule and any other certificate or document delivered pursuant to this Agreement, and the indemnification obligations of Selling Shareholder related to Excluded Liabilities, will survive the Closing for a period of thirty six (36) months except under 2.05A for which the period is five (5) years after Closing . Notwithstanding the foregoing, the representations and warranties in Section 4.10 shall survive the Closing Date and shall expire at the same time as the applicable statute of limitations (including any extensions thereof) with respect to each Tax has expired (the representations, warranties, agreements and covenants referred to in this sentence, are referred to as “Excluded Matters”).
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Survival of Representations and Warranties and Other Obligations. Except as otherwise set forth in this Section 8.1, (a) all of the representations and warranties of the Holder, the Purchaser and the Parent contained in this Agreement or any other agreement, schedule or certificate delivered by the Holder, the Purchaser or the Parent pursuant to this Agreement, (b) the obligations of the Holder to the Purchaser Indemnified Parties under Section 8.2(a)(i)-(iv), and (c) the obligations of the Purchaser and the Parent to the Holder Indemnified Parties under Section 8.2(b), shall survive for twenty-four (24) months after the Closing Date. If a party hereto determines that there has been a breach by any other party hereto of any such representation or warranty or other obligation of the Holder, the Purchaser or the Parent and notifies the breaching party in writing prior to the expiration of the survival period applicable to such representation and warranty or other obligation (which notice shall identify the nature of such claim with reasonable specificity and such party’s reasonable estimate of the value of such claim), such representation or warranty or other obligation and liability therefor shall survive, but only with respect to the specified breach or other obligation which is specified in such notice, until such breach has been resolved, but no party shall have any liability after such twenty-four (24) month period for any alleged breaches of representations and warranties or other obligation not specifically specified in a writing delivered within such twenty-four (24) month period. Notwithstanding any term in this Section 8.1, (a) claims related to any intentional misrepresentation or fraud by the Holder, the Purchaser or the Parent in connection with this Agreement and the Transactions shall survive until the date that is sixty (60) days after the expiration of the respective applicable statute of limitations for such item, (b) the obligations of the Holder to the Purchaser Indemnified Parties with respect to Intellectual Property Damages shall survive for twelve (12) months after the Closing Date, (c) the obligations of the Holder to the Purchaser Indemnified Parties with respect to Lost Profit Damages shall survive for six (6) months after the Closing Date, (d) the representations and warranties contained in Sections 3.2 (Organization and Standing), 3.3 (Authority for Agreement), 3.9 (Brokers or Agents), 3.11 — 3.18 (
Sample 1
Survival of Representations and Warranties and Other Obligations. No representations and warranties made by the parties in this Agreement or in any certificate, schedule, statement, document or instrument required to be furnished hereunder or in connection herewith shall survive the Closing.
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Survival of Representations and Warranties and Other Obligations. (a) All representations and warranties made by the parties in this Agreement or in any certificate, schedule, statement, document or instrument required to be furnished hereunder or in connection herewith shall survive the Closing, notwithstanding any investigation made by, or knowledge of, the party or parties to whom such representations are made, until the earlier to occur of (i) the receipt by Parent of its audited financial statements for fiscal year 1999 and (ii) the first anniversary of the Closing Date (except for representations and warranties set forth in Sections 3.1.7 and 3.1.9, which shall remain in effect until such date and thereafter until terminated in accordance with any applicable statute of limitations). If written notice of a claim for a breach of a representation or warranty has been given by a party prior to the applicable cut-off date, then the relevant representation or warranty shall survive as to such claim until the claim has been finally resolved. (b) Notwithstanding the foregoing, if Purchaser has knowledge as of the date hereof that any representation or warranty made by Seller is incorrect as of the date hereof or will be incorrect as of the Closing, Purchaser shall have no remedy or recourse to the extent that it has knowledge that such representation or warranty is incorrect, whether before or after the Closing, and, upon the Closing, Purchaser shall be conclusively deemed to have waived all claims hereunder to the extent it has knowledge that such representation or warranty is incorrect. If Purchaser does not have knowledge as of the date hereof that any representation or warranty made by Seller is incorrect in any material respect as of the date hereof or will be incorrect in any material respect as of the Closing, but prior to the Closing, Purchaser obtains the knowledge that a representation or warranty made by Seller was incorrect in any material respect as of the date hereof or will be incorrect in any material respect as of the Closing, including, without limitation, any such knowledge resulting from a supplement or amendment to any Schedule to this Agreement by Seller in accordance with Section 4.1.6, Purchaser shall have the option (i) to terminate this Agreement (upon providing 10 business days' written notice to Seller, during which period Seller may cure such misrepresentation or breach of warranty) and shall be entitled to seek the remedies, if any, it may have for such breach, or (ii) to proceed with the Clos...
Sample 1
Survival of Representations and Warranties and Other Obligations. The representations and warranties of Xxxxxxx and Seller in Sections 4.1 (Corporate Status), 4.2 (Authority) and 4.5 (Capitalization) (the "Fundamental Representations") shall survive the Closing and continue in full force and effect forever. The representations and warranties of Xxxxxxx and Seller in Sections 4.12 (Environmental and Health and Safety Matters) and 4.15 (Taxes) (the "Extended Representations") shall survive the Closing and continue in full force and effect until the date 30 days after the expiration of the applicable statute of limitations. The representations and warranties of Xxxxxxx and Seller in Section 4.14 (Employee Matters and Benefit Plans) shall survive the Closing and continue in full force and effect until the earlier of (i) the date 30 days after the expiration of the applicable statute of limitations, or (ii) the date six (6) years after the Closing Date. The representations and warranties of Xxxxxxx and Seller in Section 4.13 (Compliance with Law) shall survive the Closing and continue in full force and effect until the third anniversary of the Closing Date. Each covenant and other agreement in this Agreement shall survive the Closing and continue in full force and effect until the date 30 days after the expiration of the applicable statute of limitations. The right of the Purchaser Indemnified Parties to indemnification pursuant to clause (f) of Section 10.2 shall survive the Closing and continue in full force and effect until the fifth anniversary of the Closing Date. All other representations and warranties in this Agreement shall survive the Closing and continue in full force until the date eighteen months after the Closing Date. The right of the Purchaser Indemnified Parties to indemnification pursuant to clauses (a), (b), (c), and (d) of Section 10.2 below shall each survive the Closing and continue in full force until the date 30 days after the expiration of any applicable statute of limitations. The right of the Seller Indemnified Parties to indemnification pursuant to the last sentence of Section 10.3 below shall survive the Closing and continue in full force until the date 30 days after the expiration of any applicable statute of limitations.
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Related to Survival of Representations and Warranties and Other Obligations

  • 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 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.

  • Representations and Warranties and Agreements The Adviser represents and warrants to the Sub-Adviser, on an on-going basis, that: (a) The Fund is a “Qualified Purchaser” within the meaning of Investment Company Act of 1940; and (b) The Fund is a “Qualified Eligible Person” as defined in CFTC Rule 4.7, and is either a member of, or exempt from any requirement to become a member of, the National Futures Association, and will maintain and renew such membership or exemption during the term of this Agreement. Further, the Adviser and the Sub-Adviser agree as follows: (c) The Adviser acknowledges that the Sub-Adviser has been authorized to invest in derivatives for the Fund in accordance with the Fund’s investment objective and policies as stated in the Registration Statement. To the extent so authorized, the Adviser agrees that the Sub-Adviser, on the Fund’s behalf, and on such terms as the Sub-Adviser deems appropriate, with prior telephonic or email notice to and in consultation with the Adviser, may take any all such steps as may be required or permitted by the rules and regulations and/or by appropriate market practice to engage in derivatives transactions, including entering into ISDA agreements, clearing agreements, completing documentation, including documentation for clearing facilities, making representations and granting, and providing or executing counterparty documentation and account opening documentation on the Fund’s behalf, on such terms as the Sub-Adviser deems appropriate, in consultation with the Adviser. (d) Further, subject to the limitations under the 1940 Act, the Adviser on request of the Sub-Adviser or the Sub-Adviser may, acting as agent on the Fund’s behalf, agree to a collateral mechanism with counterparties in the market and instruct the custodian to advance cash or securities as collateral to an account designated by the Fund’s custodian and counterparty, broker and/or futures commission merchant (“FCM”) (as applicable) to meet margin/collateral payments if and to the extent required by the rules of exchanges or markets on which such instruments are dealt or as may have been agreed in any master agreement or other contract with a counterparty, including with respect to agency MBS collateral. The Adviser authorizes the Sub-Adviser, to the extent required by regulatory agencies or market practice, to reveal its and/or the Fund’s identity and address to any counterparty, broker or FCM through which or with which financial derivatives and foreign exchange instruments are traded or cleared. The Sub-Adviser may use such clearing firm as it deems appropriate to clear its derivatives transactions. The Adviser covenants that the Fund has full capacity to invest in financial derivatives and foreign exchange instruments. (e) The Sub-Adviser (which is registered with the CFTC as a Commodity Trading Adviser) intends to operate the Fund as an exempt account under CFTC Rule 4.5. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS AGREEMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMODITY FUTURES TRADING COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS AGREEMENT.

  • 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 Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a)(except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. In addition, for purposes of this Section 7.1(c) as it relates to Section 3.20(b) of this Agreement, the reference to “DIP Loan” in clause (i) of such Section 3.20(b) shall be deemed to refer to that certain Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of July 23, 2010, by and among the Company, GGP Limited Partnership, the lenders party thereto, Barclays Capital, as the Sole Arranger, Barclays Bank PLC, as the Administrative Agent and Collateral Agent, and the guarantors party thereto (the “New DIP Agreement”). The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.4, Section 5.14(b) (to the extent applicable) and Section 5.14(c) the Company shall have complied therewith in all respects. The Company shall have provided to each Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and each Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Survival of Representations and Warranties, Etc All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary 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 any Loan Party prior to the Agreement Date and delivered to the Administrative Agent or any Lender in connection with the underwriting or closing of the transactions contemplated hereby) shall constitute representations and warranties made by the Borrower 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 Revolving Loan Termination Date is effectuated pursuant to Section 2.14, the date on which any increase of the Revolving Commitments is effectuated pursuant to Section 2.17 and as of the date of the occurrence of each 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 correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly 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.

  • Nonsurvival 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 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

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