Survival of Representations and Warranties; Right of Offset Sample Clauses

Survival of Representations and Warranties; Right of Offset. 77 Section 11.1 Survival of Representations and Warranties 77 Section 11.2 Rights of Offset 78 Section 11.3 Mechanics Relating to Offset 79 Section 11.4 Application 81 ARTICLE 12. Miscellaneous 81 Section 12.1 Termination 81 Section 12.2 Entire Agreement 82 Section 12.3 Interpretation 82 Section 12.4 Severability 83 Section 12.5 Notices 83 Section 12.6 Binding Effect; Persons Benefiting; No Assignment 84 Section 12.7 Counterparts 84 Section 12.8 Waiver of Jury Trial 84 Section 12.9 Governing Law 85 Section 12.10 Consent to Jurisdiction 85 Section 12.11 Attorneys’ Fees 85 Section 12.12 Fees and Expenses 85 Section 12.13 Amendment 85 Exhibit A Form of Employment Agreement Exhibit B Form of Employment/Consulting Agreement Exhibit C Form of Opinion of Parent Counsel Exhibit D Form of Opinion of Company Counsel THIS AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2004 (this “Agreement”), is made by and among ArthroCare Corporation, a Delaware corporation (“Parent”), OC Merger Sub Corporation, a California corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), OC Acquisition Sub LLC, a California limited liability company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), Opus Medical, Inc., a California corporation (the “Company”), and for purposes of Articles 3, 8 and 11, Xxxxx X. Xxxx and Xxxxxx X. Xxx, as the Shareholders’ Agents (each, a “Shareholders’ Agent” and, together, the “Shareholders’ Agents”).
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Related to Survival of Representations and Warranties; Right of Offset

  • 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 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

  • 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 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 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 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.

  • 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, Warranties and Covenants The representations, warranties and covenants of the Company, Parent and Merger Sub contained in this Agreement will terminate at the Effective Time, except that any covenants that by their terms survive the Effective Time will survive the Effective Time in accordance with their respective terms.

  • 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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