Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification Sample Clauses

Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein, in the Ancillary Agreements and in any certificate delivered pursuant hereto or thereto shall survive the Closing as follows: (a) the Fundamental Representations shall survive until the six (6) year anniversary of the Closing; (b) all other representations and warranties shall survive through the Termination Date (except that the representations and warranties relating to Taxes contained in Section 3.15 and Section 3.25 shall survive through the Statute of Limitations Termination Date); (c) the covenants to be performed at or before the Closing shall survive until one hundred thirty-five (135) days after the Closing; and (d) all other covenants shall survive for one hundred thirty-five (135) days following the time at which such covenants are required to be performed. The rights of each PEGC I Indemnitee under Section 10.01(a), and the rights of each Contributor Indemnitee under Section 10.02(a), after the Closing shall not be affected by any knowledge at or before the execution hereof or at or before the Closing of any breach of representation, warranty, covenant or agreement, whether such knowledge came from any Contributor, PEGC I OP or any other Person, or any waiver of condition set forth in Article VII. The obligations to indemnify and hold harmless any party: (w) pursuant to Sections 8.01(a)(i), (ii) or (iii) shall terminate on the Statute of Limitations Termination Date; (x) pursuant to Section 10.01(a)(i) or Section 10.02(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 10.05; (y) pursuant to Section 8.01(a)(iv), Section 8.01(d), Section 10.01(a)(ii), Section 10.01(a)(iii) or Section 10.02(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 10.05; and (z) pursuant to the other clauses of Section 10.01(a) and Section 10.02(a) shall terminate on the Termination Date; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any Losses as to which (1) the PEGC Disclosure Committee has determined a claim may be made, but such claim has not been communicated to the Special Committee pursuant to Section 10.04, (2) the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a notice of such claim in accordance with Section 10.06 to the Indemnifying Party specifying, the basis of...
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Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein and in any certificate delivered pursuant hereto shall survive the Closing as follows: (i) the Fundamental Representations shall terminate sixty (60) days following the expiration of the applicable statute of limitations; (ii) the representations and warranties contained in Section 3.10 shall survive for three (3) years following the Closing; (iii) all other representations and warranties (other than the Fundamental Representations and the representations contained in Section 3.10) shall survive for one year following the Closing; (iv) the covenants to be performed at or before the Closing shall survive for one year following the Closing for the purposes of an indemnification claim pursuant to this Article VII; and (v) all other covenants shall survive until they have been performed in accordance with their terms. The obligations to indemnify and hold harmless any party under this Article VII shall terminate when the applicable representation, warranty or covenant terminates in accordance with this Section 7.3; provided, however, that the obligations to indemnify and hold harmless the Buyer Indemnitees under Section 7.1(a)(iii) shall terminate one year after the Closing Date; provided, further, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Indemnified Party shall have, before the expiration of the applicable period, made a claim by delivering a written notice of such claim in accordance with Section 7.4 to the Indemnifying Party.
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Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification failure to give such notification promptly shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.
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Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. The representations, warranties, covenants and agreements contained herein and in any certificate delivered pursuant hereto shall survive for nine (9) months following the Closing, other than the (x) obligations of Parent and the rights of the Company Investor Indemnitees and Covered Persons, as applicable, pursuant to Article II and Section 7.4, respectively, (y) the obligations of Parent and the rights of a Company Investor set forth in Section 7.10(e) and (z) agreement and guarantee set forth in Section 11.15, which, in the case of each of (x), (y) and (z) shall survive in accordance with their terms and until fully performed. The obligations to indemnify and hold harmless any party (i) pursuant to Section 10.1(a)(i) (Indemnification by Company Investors) or 10.2(a)(i) (Indemnification by Parent) shall terminate nine (9) months following Closing, and (ii) pursuant to Section 10.1(a)(ii) (Indemnification by Company Investors) or Section 10.2(a)(ii) (Indemnification by Parent) shall terminate nine (9) months following Closing; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any specific indemnifiable matter as to which the Indemnified Party shall have, before the expiration of the applicable period, made an express and valid claim by delivering a notice of such claim in accordance with Section 10.5 (Procedures) to the Indemnifying Party until such pre-expiration claim has been resolved (including by judgment of a court of competent jurisdiction, settlement, release or otherwise).
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Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. (a) The representations and warranties contained herein shall survive the Closing for three years following the Closing; (b) the covenants to be performed before the Closing shall not survive the Closing and (c) all other covenants shall survive for one year following the time at which such covenants are required to be performed. The obligations to indemnify and hold harmless any party (i) pursuant to Section 7.01(a)(i) shall terminate when the applicable representation or warranty terminates in accordance with this Section 7.02 and (ii) pursuant to Section 7.01(a)(ii) shall terminate when the applicable covenant terminates in accordance with this Section 7.02 (and, in no case shall any claims for indemnification be made under this Agreement following such termination). Notwithstanding anything in this Section 7.02 to the contrary, in the event of any breach of a representation or warranty by a party hereto that constitutes Fraud, the representation or warranty shall survive consummation of the transactions contemplated in this Agreement and continue in full force and effect without any time limitation.
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Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification failure to give such notification promptly shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. If the Indemnifying Party does not notify the Indemnified Party within 10 Business Days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under Section 8.01(a) or Section 8.02(a), such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined.
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Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification. (a) The representations, warranties, covenants and agreements contained herein, in any Ancillary Agreement and in any certificate delivered pursuant hereto or thereto shall survive the Closing solely for purposes of this Article IX as follows: (i) the Fundamental Representations shall survive indefinitely following the Closing; (ii) all other representations and warranties shall survive for two (2) years following the Closing; and (iii) all covenants shall survive the Closing and terminate upon the expiration of the applicable statute of limitations following the time at which such covenants are required to be performed.
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Related to Survival of Representations, Warranties, Covenants and Agreements; Termination of Indemnification

  • Survival of Representations, Warranties, Covenants and Agreements The representations and warranties made by Sellers and, prior to the Closing, the Companies in this Agreement or any certificate delivered by Sellers (or, prior to the Closing, the Companies) pursuant hereto shall survive the Closing until (and claims based upon or arising out of such representations and warranties may be asserted at any time before but in no event after) the date that is twelve (12) months following the Closing Date; provided, however, (i) the representations and warranties made by the applicable Selling Parties in Section 4.3 and Section 6.3 hereof shall survive the Closing until the later of (x) eighteen (18) months following the Closing or (y) the satisfaction of the Holdback Condition, and (ii) there shall be no limitation on the time within which notice of a claim based on fraud on the part of any party hereto may be made. The termination of the representations and warranties to the extent provided herein shall not affect a party in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party prior to the expiration of the applicable survival period provided herein. The covenants and agreements of the parties contained in this Agreement shall survive the Closing in perpetuity; provided that claims based upon or arising out of the Selling Parties’ covenants in Section 9.1 and Section 9.2 hereof must be made by the Indemnified Parties in reasonable detail in a writing received by the applicable Indemnifying Party prior to the date that is twelve (12) months following the Closing. The Indemnifying Parties’ indemnification obligations pursuant to Section 12.2(a)(iii), Section 12.2(b)(iii), Section 12.3(a) and Section 12.3(b) hereof (other than with respect to obligations arising under Section 9.22, which shall survive the Closing until ten (10) days following the final determination of the Multiemployer Plan Liabilities under Section 9.22) and Buyer’s indemnification obligations pursuant to Section 12.3(c) hereof shall expire on the date that is eighteen (18) months from the Closing Date; provided, however, that the expiration of such indemnification obligations shall not affect an Indemnified Party or Seller Indemnified Party (with respect to their indemnification rights under Section 12.3(c)) in respect of any claim made by such party in reasonable detail in a writing received by the Indemnifying Party or Buyer, as applicable, prior to the expiration of such eighteen (18) month period (or the applicable period described above with respect to obligations arising under Section 9.22 hereof).

  • 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.

  • 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, 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, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

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

  • Non-Survival of Representations, Warranties and Agreements None of the representations, warranties, covenants and other 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 other agreements, shall survive the Effective Time, except for those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and this Article VIII.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • 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 Preferred Stock. The indemnification obligations of the Company as set forth in the indemnification rider identified as Exhibit B ("Indemnification Rider") to the February 4, 1998 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.

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