Survival of Representations, Covenants and Warranties Sample Clauses

Survival of Representations, Covenants and Warranties. The respective representations, covenants and warranties of each of the parties to this Agreement shall survive the execution and delivery of this Agreement, and the closing or other termination of this Agreement.
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Survival of Representations, Covenants and Warranties. Representations, covenants and warranties set forth in this Article IV shall be continuing and shall survive the Closing for a period of two (2) years or until Purchaser's payment of the balance due under Section 1.1, whichever is shorter, and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. Seller's and Purchaser's obligation to provide indemnity under this Agreement for breach of sections 4.1 and 4.5 respectively, shall be limited to fifty percent (50%) of the amount of the Purchase Price.
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Survival of Representations, Covenants and Warranties. All representations, covenants and or warranties herein contained or in any other instrument contemplated hereby shall survive the execution and delivery of this Agreement and the Note, and no investigation by Bank or the Closing shall affect the representations, covenants and/or warranties or the right of Bank to rely on and enforce them.
Sample 1
Survival of Representations, Covenants and Warranties. Representations, covenants and warranties set forth in this Agreement shall be continuing and shall survive the Closing and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto.
Sample 1
Survival of Representations, Covenants and Warranties. The representations and warranties made by Sellers and Buyer herein shall survive the Closing for a period of two (2) years; provided that the representations and warranties set forth in Sections 3.1 (organization and corporate power), 3.2 (authorization), 3.11 (capital stock), 3.12 (Options or Other Rights) and 3.13 (Title to Shares) shall survive until the expiration of the applicable statute of limitations; provided further that the representations and warranties set forth in Section 3.3, 3.8 and 3.10 shall survive the Closing for a period of one (1) year. The covenants and agreements set forth in Articles 5 and 8 hereof shall survive Closing, each in accordance with its terms.
Sample 1
Survival of Representations, Covenants and Warranties. The representations and warranties made by Seller and Buyer herein shall survive the Closing for a period of two years; provided, however, that the representations and warranties made by Seller in Section 3.27(a)-(h) above shall survive the Closing and continue in full force and effect for a period of four years; those contained in Sections 3.2, 3.11, 3.12, 3.13 and 3.14 above shall survive the Closing and continue in full force and effect forever thereafter (subject to any applicable statutes of limitations); and those contained in Section 3.27 (i) shall not survive the Closing. The covenants and agreements set forth in the Agreement shall survive Closing, each in accordance with its terms. In the case of any representation or warranty of Seller in Section 3.22 and any other representation or warranty relating to or affecting the Company or the Subsidiaries liability for Taxes (the Surviving Representations ) whether the Company s or the Subsidiaries Taxes or their liability, if any (for example, by reason of transferee liability or application of Treas. Reg. Section 1.1502-6) for the Taxes of others including, but not limited to Seller or any former or present affiliate or subsidiary thereof, the same shall survive until the later of the final resolution of any judicial or administrative proceeding involving any such Tax or expiration of any statute of limitations (including any suspensions, tollings or extensions thereof).
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Survival of Representations, Covenants and Warranties. Representations, covenants and warranties set forth in this Article IV will continue for a period of one hundred eighty (180) days following the Closing, except for Purchaser’s representation and warranty contained in Section 4.2(ii), which will survive indefinitely, and the representations and warranties shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto.
Sample 1
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Survival of Representations, Covenants and Warranties. The representations, covenants, and warranties contained in this Agreement are deemed to and do survive the execution hereof.
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Related to Survival of Representations, Covenants and Warranties

  • 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.

  • 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 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.

  • Survival of Representations, Warranties, Covenants and Agreements (a) The representations and warranties of Seller and Purchaser contained in this Agreement will survive the Closing until 5:00 p.m. New York time on the date which is eighteen (18) months following the Closing Date, provided that the Fundamental Representations and the representations and warranties contained in Section 3.5 will survive until the date that is sixty days following the expiration of the applicable statute of limitations. (b) The covenants contained in this Agreement shall survive in accordance with their respective terms. (c) Notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of the applicable survival periods set forth in this Section 7.1, and any claims for indemnification for which notice is not timely delivered in accordance with this Agreement shall be expressly barred and are hereby waived, provided that if, prior to such applicable date, a party shall have notified any other party in accordance with the requirements of this Agreement of a claim for indemnification under this Agreement (whether or not formal Action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VII or Article VIII notwithstanding the passing of such applicable date; provided, further, however, that any formal Action (which for the avoidance of doubt do not include acts taken pursuant to the indemnification procedures set forth in Section 7.6, but do include formal Actions brought following, or arising out of a dispute related to, such indemnification procedures), seeking indemnification for breach of a representation or warranty pursuant to this Agreement must be brought on or prior to the third anniversary of the date on which the claim notice in respect of such indemnification claim is first submitted. In no event shall any such formal Action be brought more than (i) six (6) years after the Closing Date with respect to a claim for breach of the representations and warranties other than the Fundamental Representations and the representations and warranties contained in Section 3.5, or (ii) seven (7) years after the Closing Date with respect to a breach of the Fundamental Representations or the representations and warranties contained in Section 3.5.

  • 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 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.

  • 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.

  • 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.

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