Survival of Representations and Warranties Indemnification Escrow Sample Clauses

Survival of Representations and Warranties Indemnification Escrow. 8.1 Survival . The representations and warranties of the Company (other than the Fundamental Representations and the representations set forth in Section 3.8 (Tax Matters)) contained in this Agreement, and the right of any Parent Indemnified Party to assert a claim for indemnification hereunder with respect thereto, shall survive the Closing Date until 11:59 p.m. (Pacific time) on the date that is eighteen (18) months following the Closing Date, the Fundamental Representations (other than the representations set forth in Section 3.8 (Tax Matters)) shall survive until ten (10) years following the Closing Date and the representations set forth in Section 3.8 (Tax Matters) shall survive until the date that is ninety (90) days following the expiration of the applicable statute of limitations, provided that in the event of a claim for Fraud, such representation or warranty shall survive indefinitely following the Closing Date. The representations and warranties of Parent and Merger Sub set forth in this Agreement shall terminate as of the Effective Time. Each covenant and agreement of any party herein, other than those covenants and agreements that by their terms apply or are to be performed in whole or in part (but only to the extent of such part) at or after the Closing (collectively, the “Post-Closing Covenants”), shall terminate at the Closing. Each Post-Closing Covenant shall survive until such covenant is performed or otherwise expires in accordance with its terms. If an indemnification claim or notice is given under, and in accordance with, this Article VIII with respect to any claim for indemnification prior to the applicable expiration date, such claim shall be preserved until such claim is finally resolved. For the avoidance of doubt, it is the intention of the parties hereto that the foregoing respective survival periods and termination dates supersede any applicable statutes of limitations that would otherwise apply to such representations, warranties and covenants and the right to make indemnification claims in respect thereof under this Agreement, and the Company Indemnitors waive any defenses to a claim for indemnification brought by a Parent Indemnified Party in compliance with this Article VIII based on the statute of limitations to the extent inconsistent with the survival periods expressly applicable to such claim for indemnification set forth herein. Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agr...
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Survival of Representations and Warranties Indemnification Escrow. 7.1 Survival of Representations, Warranties and Covenants. The representations and warranties of the Company and the Stockholders contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate on the third (3rd) anniversary of the Closing Date (the "Escrow Termination Date"); provided, however, that the representations and warranties of the Company and the Stockholders contained in Section 2.2 and Section 2.9 hereof shall survive indefinitely, and until the expiration of the applicable statute of limitations, respectively. The representations and warranties of Parent and Sub contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, shall terminate at the Closing.
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Survival of Representations and Warranties Indemnification Escrow. 67 9.1 Survival of Representations and Warranties 67 9.2 Indemnification 68 9.3 Tax Indemnification 69 9.4 Limitations 69 9.5 Claims for Indemnification; Resolution of Conflicts 70 9.6 Escrow Arrangements 73 9.7 Third Party Claims 74 9.8 Securityholder Representative 75 9.9 Tax Treatment 76 ARTICLE X TERMINATION, AMENDMENT AND WAIVER 76 10.1 Termination 76 10.2 Effect of Termination 77 10.3 Amendment 77 10.4 Extension; Waiver 77 ARTICLE XI GENERAL PROVISIONS 78 11.1 Notices 78 11.2 Interpretation 79 11.3 Counterparts 79 11.4 Entire Agreement; Assignment 79 11.5 Severability 79 11.6 Other Remedies 80 11.7 Governing Law; Exclusive Jurisdiction 80 11.8 WAIVER OF JURY TRIAL 80 11.9 Rules of Construction 80 11.10 No Third Party Beneficiary 80 11.11 Expenses 80 11.12 Conflict Waiver 80 Exhibit A Form of Stockholder Consent Exhibit B‑1 Form of Stockholder Joinder Agreement Exhibit B‑2 Form of Optionholder Joinder Agreement Exhibit C‑1 Form of Certificate of Merger for First Merger Exhibit C‑2 Form of Certificate of Merger for Second Merger Exhibit D Form of Lock‑Up Agreement Exhibit E Form of Convertible Promissory Note Schedule 2.11 Retention Equity Amount Schedule 6.9 Interested Party Contracts Not Terminated Schedule 6.17 Bridge Financing Amount Schedule 7.2(c) List of Persons Executing the Optionholder Joinder Agreement Schedule 7.2(e)(iii) List of Key Employees Schedule 7.2(p) List of Company Securityholders party to the Lock‑Up Agreement Company Disclosure Schedule Parent Disclosure Schedule Key Employee Offer Letter Key Employee Nondisclosure, Noncompetition, Non‑solicitation and Developments Agreement Registration Rights Agreement $ Article I 280G Stockholder Approval 6.8 401(k) Plan 6.16 2011 Financials 3.8(a) 2012 Financials 3.8(a) 2013 Financials 3.8(a) 2014 Financials 3.8(a) Accountants 2.9(b)(ii) Accredited Investor 2.6(a)(i) Additional Per Share Consideration Article I Additional Per Vested Company Option Consideration Article I Additional Per Warrant Consideration Article I Advisory Group 9.8(b) affiliate Article I Agreement Preamble Alternative Transaction Article I Antitrust Filings 6.4(b)(i) Antitrust Laws 3.7 Balance Sheet Date 3.8(a) Base Cash Consideration Article I Basket 9.4(a) Business Day(s) Article I Certificate of Incorporation 3.1(a) Certificate of Merger 2.2 Certificates Article I Certification Form 2.6(a)(i) Charter Documents 3.1(a) Claim Certificate 9.5(a) Claim Date 9.5(a) Closing 2.2 Closing Balance Sheet 2.9(b)(i) Closing Date 2....
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Survival of Representations and Warranties Indemnification Escrow. Survival of Representations and Warranties 69 6.2 Escrow and Stockholders’ Representative Reimbursement Amount Deposit 70 6.3 Indemnification; Escrow Fund; Right of Setoff 72 6.4 Limitation on Remedies 74 6.5 Stockholders’ Representative 74 6.6 Third-Party Claims 77 6.7 Notice of Indemnity Claims Other than Third-Party Claims 79 6.8 No Circular Recovery 80 6.9 Determination of Indemnifiable Losses 80 6.10 Tax Consequences of Indemnification Payments 80
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Survival of Representations and Warranties Indemnification Escrow 
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Related to Survival of Representations and Warranties Indemnification Escrow

  • 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 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. SELLER agrees to indemnify ATOW and its affiliates, 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 SELLER pursuant to this Agreement. ATOW and ATOW SUB agrees to indemnify SELLER, 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 ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and/or ATOW SUB shall have the right to recoup any amount paid to Xxxxx Towing, Inc., as a result of a non-assumed claim or liability.

  • 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.

  • 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 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.

  • 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 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.

  • 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.

  • 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 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.

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