Survival of Representations and Warranties and Time Limitation on Indemnification Sample Clauses

Survival of Representations and Warranties and Time Limitation on Indemnification. All of the representations and warranties set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of eighteen (18) months following the Closing Date and, if a claims notice has been provided by such date, shall remain in full force and effect until final resolution thereof. Notwithstanding the foregoing and without limiting any other rights and remedies available to the Parties, the representations and warranties contained in Section 4.10 (Title to Assets and Properties), Section 4.9 (Environmental Matters) and Section 4.13 (Taxes) shall survive and remain in full force and effect until sixty (60) days after the expiration of the applicable statute of limitations (including any extension thereof) and, if a claims notice has been provided by such date, shall remain in full force and effect until final resolution thereof. The covenants and agreements of the Sellers, Holder and Buyer contained in this Agreement shall survive and remain in full force and effect for the applicable period specified therein, or if no such period is specified, indefinitely. The provisions of this Article XV shall survive for so long as any other Section of this Agreement shall survive. The indemnification obligations of Sellers and Holder under Sections 15.1(c), (e) and (f) and the indemnification obligations of Buyer under Sections 15.2(c), and (e) shall terminate on the date eighteen (18) months following the Closing Date, except with respect to Indemnity Claims made prior to such date.
Sample 1
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Survival of Representations and Warranties and Time Limitation on Indemnification. All of the representations and warranties set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated by this Agreement for a period of eighteen (18) months, except in the case of (A) the representations and warranties set forth in Sections 2.1, 2.2., the first two sentences of 2.9(a), 2.20, 3.1, 3.2, 3.3 and 3.6, which shall survive forever, and (B) the representations and warranties set forth in Sections 2.8, 2.10, 2.11, 2.17, 2.23 and 2.24, which shall survive for thirty (30) days beyond the applicable statute of limitations established by law. Any assertion by any Indemnified Party that an Indemnifying Party is liable for indemnification under the terms of this Article VII must be made in writing and must be given to the Indemnifying Party on or prior to the expiration of the applicable survival period hereunder.
Sample 1
Survival of Representations and Warranties and Time Limitation on Indemnification. All of the representations and warranties set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing and without limiting any other rights and remedies available to the parties, any assertion by any Indemnified Party that an Indemnifying Party is liable for indemnification under the terms of this ARTICLE VI must be made in writing and must be given to the Indemnifying Party on or prior to the date that is fifteen (15) months after the Closing Date; PROVIDED, HOWEVER, that the foregoing time limitation shall not apply to assertions by an Indemnified Party that an Indemnifying Party is liable for indemnification under the terms of this ARTICLE VI based on breaches of the representations and warranties set forth in SECTIONS 2.2, 2.7, 2.8 or 2.12 or indemnification pursuant to SECTIONS 6.1(b) and (c) and SECTIONS 6.2(b) through (h). The survival periods set forth in this SECTION 6.5 shall not be deemed in any way to limit the obligations of the Parties to perform the covenants and agreements set forth in this Agreement, including, but not limited to, the covenants and agreements set forth in ARTICLES IV and V hereof, and to pay and discharge the obligations related thereto and the obligations related to the Assumed Liabilities, in the case of Buyer, and the Excluded Liabilities, in the case of the Seller.
Sample 1

Related to Survival of Representations and Warranties and Time Limitation on Indemnification

  • 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 Debentures. The indemnification obligations of the Company as set forth in the indemnification rider identified as EXHIBIT B (the "Indemnification Rider") to the January 25, 2000 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 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.

  • Limitations on Indemnification for Breaches of Representations and Warranties (a) An indemnifying party shall not have any liability under Section 9.1(a)(i), Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties finally determined to arise thereunder based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct, other than the representations and warranties set forth in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $35,000 (the “Basket”) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of $10,000 (the “Deductible”).

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

  • 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.

  • 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 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 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, Etc All representations and warranties set forth in this Article VI and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder.

  • 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.

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