Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations Sample Clauses

Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Sellers contained in, or arising out of, this Agreement shall terminate on the Closing Date and no claim may be brought by any Buyer Indemnified Party thereafter with respect thereto; provided, however, the representations and warranties set forth in Section 3.13 (Intellectual Property) and Section 4.14 (Intellectual Property), and the matters indemnifiable pursuant to Section 11.3(g), shall survive the Closing hereunder for a twelve (12) month period after the Closing Date (the “Specific Surviving Representations”); provided further than the representations and warranties set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authorization; Enforceability), Section 3.3 (Organizational Documents), Section 3.4 (Capitalization), Section 3.5 (Options), Section 3.6(a) and (c) (No Violation), Section 3.10 (Taxes), Section 3.21 (Assets), Section 3.22 (Brokers) Section 4.3(b) (No Violation), Section 4.13 (Assets), Section 4.15 (Brokers), Section 5.1 (Organization and Qualification), Section 5.2 (Authorization; Enforceability), Section 5.3 (Title to Interests), Section 5.6(a) and (c) (No Violation) and Section 5.8 (Brokers) shall survive the Closing and continue for a period of six (6) years and no claim may be brought by any Buyer Indemnified Party thereafter with respect thereto (collectively, together with the Specific Surviving Representations, the “Fundamental Representations and Warranties”). Any Buyer improvements to the Breckenridge Equity Real Property impacting soil properties (including but not limited to construction and soil movement) will nullify the indemnity in regard to Section 11.3
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Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties and Pre-Closing Covenants of each of the Sellers contained in, or arising out of, this Agreement as relates to any Purchased Assets, Accelerated A320 Purchase, Accelerated BCF Purchase or Accelerated ERF Purchase shall survive the Closing related thereto for the Tail Period after the applicable Closing Date; provided, however, that (i) the representations and warranties in Section 5.08 (Taxes) shall survive until sixty (60) days after the expiration of the applicable statute of limitations (including all periods of extension, whether automatic or permissive) and (ii) the representations and warranties in Section 5.01 (Organization and Good Standing), Section 5.02 (Authorization and Enforceability), Section 5.13 (Title) and Section 5.16 (No Undisclosed Liabilities) (but in the case of Section 5.16 only to the extent that any Seller has or had Seller’s Knowledge of the applicable Liabilities as of the date such representation and warranty was made) shall survive indefinitely; and further provided, that, if a Purchaser Indemnified Party has asserted a claim for indemnification in writing prior to the expiration of any applicable survival period, the applicable representation or warranty that would otherwise terminate in accordance with this Section 13.01 will continue to survive solely as to such asserted claim until such claim has been satisfied or otherwise resolved in accordance with the terms of this Agreement. All covenants and agreements of GAIF and each of the other Sellers contained in, or arising out of, this Agreement shall survive indefinitely or until fully performed (except as provided in the immediately preceding sentence in respect of Pre-Closing Covenants).
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Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Seller contained in, or arising out of, this Agreement or any of the Other Agreements shall survive the Closing hereunder, notwithstanding any investigation made by the Buyer (whether before or after the Closing), for a period of eighteen (18) months after the Closing Date, after which they shall expire and be of no further force or effect; provided, however, that (i) the Fundamental Representations shall survive until the expiration of the statute of limitations applicable to the claim for which indemnification is sought, and (ii) the representations and warranties set forth in Section 3.15 (Compliance with Environmental Requirements) shall survive the Closing hereunder until the third anniversary of the Closing Date; provided further, however, that any claim made under and in accordance with this Article X during such applicable periods may continue to be prosecuted in accordance with this Agreement after such applicable periods have expired. The covenants and agreements of the Seller contained in this Agreement shall survive the Closing and remain in full force and effect for the applicable periods specified in the respective Sections and Articles or, if no such period is specified, indefinitely; provided, however, that any claims made by the Buyer under Section 10.3(b) with respect to a covenant or agreement that requires performance prior to the Closing must be made within six (6) months after the Closing Date. For avoidance of doubt, actions or claims for Losses under Section 10.3(b) (other than as set forth in the immediately preceding proviso), Section 10.3(c), Section 10.3(d) or Section 10.3(e) or for claims based on fraud may be made at any time and from time to time after the Closing, without time limit or other survival period.
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Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Seller contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of two (2) years after the Closing Date; provided, however, that the representations and warranties in Section 2.1 (Organization and Qualification), Section 2.2 (Authorization; Enforceability), Section 2.7 (Taxes), and the representations and warranties concerning title to the Purchased Assets (collectively, the “Fundamental and Statutory Representations”) shall survive until the expiration of the applicable statute of limitations. All Post-Closing Covenants of the Seller will survive the Closing in accordance with their terms. If the Buyer provides notice of a claim in accordance with the terms of this Agreement prior to the end of the period of survival set forth in this Section 6.1, then the Liability for such claim will continue until the claim is fully resolved.
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Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations. All representations and warranties of the Seller contained in, or arising out of, this Agreement shall survive the Closing hereunder for a period of twelve (12) months after the Closing Date, after which they shall expire and be of no further force or effect; provided, however, that (i) the representations and warranties set forth in Section 3.9 (Taxes) shall survive until the expiration of the applicable Tax statutes of limitations and Section 3.25 (Brokers) shall survive until the expiration of the applicable statute of limitations and (ii) the representations and warranties set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authorization; Enforceability), Section 3.5(a) (No Violation) and Section 3.17 (Seller Board Approval) (the “Seller Fundamental Representations”) shall survive the Closing indefinitely.
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Related to Survival of the Sellers’ Representations, Warranties and Covenants; Time Limits on Indemnification Obligations

  • 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.

  • 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 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, 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.

  • 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. Sellers agree to indemnify ATOW and ATOW SUB, 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 Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their 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 ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

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

  • SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any person controlling any of them and shall survive delivery of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and effect at all times.

  • Non-Survival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Representations Warranties and Indemnification No Holder may participate in any registration pursuant to Section 2.1 unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in the underwriting arrangements (if any) with respect to such offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements (if applicable) and other documents and delivers all opinions, each in customary form, reasonably required under the terms of any such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any of the other parties to such underwriting arrangements, and the liability of each such Holder will be in proportion thereto, and provided, further, that under the terms of any such agreement such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration; and provided, further, that any such indemnification provided by a Holder selling Registrable Securities shall be limited under the terms of any such agreement to indemnification for information provided by such Holder relating to such Holder specifically for inclusion in the registration statement.

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