Survival of Representations and Warranties; Survival of Covenants and Agreements Sample Clauses

Survival of Representations and Warranties; Survival of Covenants and Agreements. All representations and warranties of the Parties contained in this Agreement shall survive for a period of two (2) years after the Closing, unless waived in writing by the Party for whose benefit such representations and warranties have been given; provided however, that: (a) if an Indemnified Party provides proper notice to the Indemnifying Party hereunder of any matter within the scope of an Indemnifying Party’s indemnity obligation within such two (2) year period, the Indemnified Party may pursue its claim for indemnification after such two (2) year period, in which case the representation or warranty on which it is based shall survive until such claim is resolved, and (b) the representations and warranties of the Seller and the Members set forth in Sections 3.2 and the Buyer in Section 4.2 shall survive the Closing indefinitely (the “Indefinite Representations”), and (c) the representations and warranties of the Seller and the Members set forth in Sections 3.9, 3.11, 3.15 and 3.17 (the “SOL Representations”, and with the Indefinite Representations, collectively the “Surviving Representations”) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements contained in this Agreement that by their terms survive the Closing or termination of this Agreement, as the case may be, shall survive the Closing.
Sample 1See All (6)
AutoNDA by SimpleDocs
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of each Seller set forth in Sections 3.1, 3.2, 3.3, 3.6 and 3.21 shall expire at the Closing in which such Seller participates. The representations and warranties of each Seller set forth in Sections 3.4, 3.5, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.22, 3.23, 3.24 and 3.25 shall survive for a period of 12 months following the Closing in which such Seller participates. The representations and warranties of NAESCO set forth in Section 3 shall survive for a period of 12 months following the Initial Closing, except for the representations and warranties set forth in Section 3.21, which shall expire at the Initial Closing. The representations and warranties of the Buyer set forth in Sections 4.1, 4.2, 4.3, 4.5, 4.7, 4.8 and 4.12 shall expire, with respect to a given Seller, upon the Closing in which such Seller participates. The representations and warranties of the Buyer set forth in Sections 4.4, 4.6, 4.9 and 4.11 shall survive, with respect to a given Seller, for a period of 12 months following the Closing in which such Seller participates. All representations and warranties of the Parties and NAESCO contained in this Agreement shall terminate upon a termination of this Agreement pursuant to Section 10. The covenants of the Parties contained in this Agreement, other than those which by their terms survive the Initial Closing and/or termination of this Agreement (including, without limitation, the covenants set forth in Sections 5.7, 5.8, 5.9, 5.10, 5.12, 5.13, 5.14, 5.15, 5.17, 5.18, 5.19, 5.21, 5.22, 5.23, 7, 8, 9, 11 and 12 and related definitions), shall terminate with respect to a Seller, at the Closing in which such Seller participates, and with respect to the Buyer, at the last Subsequent Closing, or the termination of this Agreement pursuant to Section 10.
Sample 1Sample 2Sample 3See All (4)
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of the Seller set forth in Sections 3.1, 3.2, 3.3, 3.4 and 3.16, and the representations and warranties of the Buyer set forth in Sections 4.1, 4.2, 4.3 and 4.4, shall survive the Closing for a period of twelve months; all other representations and warranties of the Parties contained in this Agreement shall terminate at the Closing and all representations and warranties of the Parties contained in this Agreement shall terminate upon a termination of this Agreement pursuant to Section 10.1. The covenants of the Parties contained in this Agreement, other than those which by their terms survive the Closing and/or termination of this Agreement, shall terminate at the Closing or the termination of this Agreement pursuant to Section 10.1.
Sample 1Sample 2Sample 3See All (4)
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of Sellers set forth in Section 3, Section 4 and Section 5 and the representations and warranties of Buyers set forth in Section 6 (except to the extent provided in Section 12.3 below or as set forth in Article VI hereof) shall terminate at the Closing or the earlier termination of this Agreement pursuant to Section 13.1. The covenants of the Parties contained in this Agreement, other than those that by their nature or terms survive the Closing and/or earlier termination of this Agreement, shall terminate at the Closing or the termination of this Agreement pursuant to Section 13.1. Notwithstanding the foregoing, no such terminations shall affect any matter that constitutes a Surviving Liability.
Sample 1Sample 2
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of Seller set forth in Section 3 (other than (i) the representation and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5 and 3.7 (collectively, the "Title and Authority Representations"), which shall survive the Closing indefinitely and (ii) the representations and warranties set forth in Section 3.22 (taxes), which shall survive the Closing for 60 days following the expiration of the applicable statute of limitations) and the representations and warranties of Buyer set forth in Section 4, shall survive the Closing for a period of twelve (12) months, provided that all such representations and warranties of the Parties shall terminate upon a termination of this Agreement pursuant to Section 10.1. The covenants of the Parties contained in this Agreement, other than those that by their terms survive the Closing and/or termination of this Agreement (and other than (i) the covenants set forth in Section 5.3 (operation of business), which shall survive the Closing for a period of twelve (12) months and (ii) the covenants set forth in Section 8, which shall survive the Closing for 60 days following the expiration of the applicable statute of limitations), shall terminate 30 days after the Closing or at the termination of this Agreement pursuant to Section 10.1, except as set forth in such Section.
Sample 1
Survival of Representations and Warranties; Survival of Covenants and Agreements. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the earlier of (x) the fourth anniversary of the date of the Closing and (y) the applicable statute of limitations (the “Survival Date”), regardless of any investigation made by any Purchaser or on its behalf. Notwithstanding any provision to the contrary contained in this Agreement, with respect to claims for breaches of representations and warranties contained in this Agreement, no party will be liable with respect to any breach of such representations and warranties unless written notice of a possible claim with respect to such breach is given by the party making such claim on or prior to the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such representations and warranties shall continue to survive until such matter is resolved. All covenants and agreements contained herein shall survive the Closing.
Sample 1
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of Sellers set forth in Section 3 and Section 4 and the representations and warranties of Buyer set forth in Section 5 shall terminate at the Closing or the earlier termination of this Agreement pursuant to Section 12.1, except that the representations and warranties set forth in Section 4.2 (Equity Interests) shall survive indefinitely. Subject to the survival provisions set forth in this Section 11.1 and the covenants of the Parties contained in this Agreement which by their terms survive the Closing, the representations, warranties and covenants contained herein shall terminate at the Closing or the termination of this Agreement pursuant to Section 12.1.
Sample 1
AutoNDA by SimpleDocs
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties in this Agreement (including the Schedules and Exhibits hereto), and the covenants and agreements in this Agreement and the Employee Transfer Agreement contemplating performance prior to the Closing, shall survive the Closing for nine (9) months. Covenants and agreements in this Agreement (including the Schedules and Exhibits hereto) and in the Employee Transfer Agreement, that contemplate performance following the Closing shall survive the Closing in accordance with their terms; provided that any representation, warranty or covenant in respect of which indemnity may be sought hereunder, and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 12.1 (but only with respect to the particular claim for which notice has been given) if notice of the inaccuracy or breach or potential inaccuracy or breach thereof giving rise to such right or potential right to indemnity shall have been given to the Party against whom such indemnity may be sought prior to such time (regardless of when Losses in respect thereof may actually be incurred). The representations and warranties set forth in this Agreement (including the Exhibits and Schedules hereto) shall survive for the applicable periods set forth in this Section 12.1 and shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any Party, or the Knowledge of any Party’s officers, directors, stockholders, employees or agents or the acceptance by any Party of any certificate or opinion hereunder. A-60
Sample 1
Survival of Representations and Warranties; Survival of Covenants and Agreements. The representations and warranties of the Seller set forth in Sections 3.1, 3.2, 3.3, -42-
Sample 1

Related to Survival of Representations and Warranties; Survival of Covenants and Agreements

  • 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.

  • 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 Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • 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.

  • Survival of Representations, Warranties, Covenants and Agreements (a) Except as set forth in Article X and Section 11.1(b) of this Agreement, the representations, warranties, covenants and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their Representatives whether prior to or after the execution of this Agreement. (b) The representations and warranties made by each party hereto in this Agreement shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before) the first anniversary of the date hereof; provided, however, that the representations and warranties contained in Section 6.6 shall survive until the expiration of the applicable period of limitations (giving effect to any waivers or extensions thereof). The period of time a representation or warranty survives the Closing pursuant to the preceding sentence shall be the “Survival Period” with respect to such representation. The parties intend for the preceding two sentences to shorten the otherwise applicable statute of limitations and agree that, subject to the last sentence of this Section 11.1(b), no claim may be brought based upon, directly or indirectly, any of the representations and warranties contained in this Agreement after the Survival Period with respect to such representation or warranty. The covenants and agreements of the parties hereto in this Agreement shall survive the Closing, without any contractual limitation on the period of survival (other than those covenants and agreements that are expressly required to remain in full force and effect for a specified period of time). The termination of the representations and warranties provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by indemnifying party prior to the expiration of the applicable Survival Period provided herein.

  • 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.

  • Non-Survival of Representations, Warranties, Covenants and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

  • 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.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!